Legal Bond Agreement

LEGAL BOND AGREEMENT

This Legal Bond Agreement (the agreement) is made as of the day of , , by and among Principal Name: , Principal Address: , Obligee Name: , Obligee Address: , and Surety Name: , Surety Address: .

Recitals

WHEREAS, Principal has entered into or will enter into an obligation, contract or statutory duty described as:

WHEREAS, Obligee requires a surety bond to secure the performance, payment or other obligations of Principal under the obligation described above in the penal sum of (the penal sum), designated as Bond Number .

WHEREAS, Surety is willing to execute this bond and be bound for the obligations of Principal subject to the terms and conditions set forth herein.

Now, Therefore

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Bond Obligation

1.1 Obligation. Surety binds itself, its successors and assigns, jointly and severally with Principal, to Obligee for the full and punctual performance and payment by Principal of all obligations arising under the referenced obligation. The liability of Surety under this Agreement shall not exceed the penal sum of .

1.2 Demand and Payment. Upon Obligee's written demand asserting Principal's default and specifying the amount claimed, Surety shall, to the extent of its liability hereunder, promptly pay to Obligee or otherwise discharge those sums due under the obligation, subject to the requirements of Section 2 hereof.

2. Conditions of Liability; Notice; Cure

2.1 Notice of Default. Obligee shall provide written notice to Principal and Surety specifying the nature of any alleged default and the amount claimed. Notices shall be sent to the addresses set forth in the opening paragraph or as subsequently designated in writing in accordance with Section 5.

2.2 Opportunity to Cure. Except where immediate performance is required by law, Surety shall not be obligated to make payment on demand until five (5) business days after receipt of notice, during which period Principal shall have the right to cure the default. If Principal cures in full, Surety's obligation to pay on that claim shall be extinguished to the extent of the cure.

3. Term; Expiration

3.1 Term. This Bond shall become effective on the effective date set forth above and shall remain in force until the earlier of (a) the date on which the obligation is fully performed and accepted by Obligee or (b) the expiration date: of , .

3.2 Continuation. Where statutes, contracts or regulations require a longer period for claims to be made, the bonds required hereby shall remain in full force and effect for such longer period to the extent necessary to assure compliance.

4. Notices

Notices are effective upon actual receipt or, if sent by certified mail, three (3) business days after mailing. Any party may change its notice address by written notice delivered in accordance with this Section.

5. Subrogation; Remedies

5.1 Subrogation. In the event Surety pays any sums pursuant to this Agreement, Surety shall be subrogated to all rights of recovery of Obligee against Principal to the extent of such payment. Principal shall execute and deliver instruments and papers and take all actions necessary to secure rights and remedies of Surety.

5.2 Reservation of Remedies. The rights and remedies of Obligee and Surety under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

6. Indemnification

Principal shall indemnify, defend and hold harmless Surety from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Surety by reason of executing this Bond or enforcing its rights hereunder, including but not limited to amounts paid in settlement and defense costs.

7. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any action arising out of or relating to this Agreement shall be in the courts located in that State.

9. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless made in writing and signed by Principal and Surety. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Entire Agreement; Severability

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

11.1 Assignment. Neither Principal nor Surety may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party; provided, however, that Surety may assign claims for reimbursement.

11.2 Expenses. If Surety makes any payment under this Bond, Principal shall reimburse Surety for all sums so paid and for all expenses incurred by Surety in connection with enforcement of this Agreement, including reasonable attorneys' fees.

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