Legal Consent Indemnity Form

LEGAL CONSENT INDEMNITY FORM

This Legal Consent and Indemnity Agreement (the Agreement) is made as of Effective Date: , by and between Indemnified Party Name: , Indemnified Party Address: , and Indemnitor Name: , Indemnitor Address: .

RECITALS

WHEREAS, Indemnified Party requires consent from Indemnitor to permit the activity described below and requires assurance against claims arising from such consent;

WHEREAS, Indemnitor is willing to provide such consent and to indemnify and defend Indemnified Party on the terms set forth herein;

WHEREAS, the parties desire to set forth their respective rights, obligations and remedies in writing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a. "Activity" means the acts, operations or conduct for which consent is given as described in the Scope of Consent below.

b. "Claim" or "Claims" means any demand, cause of action, claim, complaint, suit, arbitration, administrative proceeding, judgment, loss, cost, damage or expense (including reasonable attorneys' fees and court costs).

2. SCOPE OF CONSENT

Indemnified Party hereby grants to Indemnitor the opportunity to request consent for the Activity described below. Indemnitor acknowledges that any consent given by Indemnified Party to Indemnitor's proposed Activity is conditioned upon Indemnitor's execution of this Agreement and compliance with its terms.

3. CONSENT

Indemnified Party's consent to the Activity is limited to the Activity as described in Section 2 and is granted solely on the condition that Indemnitor shall at all times comply with applicable laws, ordinances and any reasonable directions of Indemnified Party. Indemnified Party may revoke consent upon written notice if Indemnitor breaches any material obligation under this Agreement.

4. INDEMNIFICATION

Indemnitor shall indemnify, defend and hold harmless Indemnified Party and its officers, directors, employees, agents and affiliates (collectively Indemnified Parties) from and against any and all Claims arising out of or relating to the Activity or the Consent, including but not limited to Claims for personal injury, property damage, environmental liability, third-party claims, and any costs, damages, judgments, settlements, fines and expenses (including reasonable attorneys' fees and court costs) incurred in defending any Claim. This obligation includes Claims arising from the acts or omissions of Indemnitor's contractors, employees, agents or invitees.

5. DEFENSE AND SETTLEMENT

Indemnitor shall assume the defense of any Claim subject to indemnification hereunder with counsel reasonably acceptable to Indemnified Party. Indemnified Party may, at its option and expense, participate in such defense. Indemnitor shall not settle any Claim in a manner that admits fault of Indemnified Party or imposes any injunctive or other equitable relief affecting Indemnified Party without Indemnified Party's prior written consent, which consent shall not be unreasonably withheld.

6. EXCLUSIONS; LIMITATIONS

Notwithstanding the foregoing, Indemnitor shall not be obligated to indemnify Indemnified Party for Claims to the extent they arise solely from Indemnified Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Except as expressly provided herein, no party shall be liable for punitive, special, indirect or consequential damages.

7. INSURANCE

During the term of this Agreement, Indemnitor shall maintain insurance coverage adequate to cover liabilities arising from the Activity, including general liability and, where applicable, professional liability or automobile liability insurance. Upon request, Indemnitor shall provide certificates of insurance evidencing such coverage.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or agreement to which it is a party.

9. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect until all obligations hereunder have been satisfied and all Claims arising from the Activity have been finally resolved, unless earlier terminated by mutual written agreement of the parties. Termination shall not relieve Indemnitor of obligations with respect to Claims arising prior to termination.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

12. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, whether written or oral. No representation, promise or condition not contained in this Agreement shall affect or modify any of its provisions.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties shall endeavor in good faith to replace any invalid provision with a valid provision that achieves the parties' original intent.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. ADDITIONAL PROVISIONS

The parties acknowledge and agree that the indemnity obligations contained in this Agreement are independent of any other obligations of the parties and shall survive expiration or termination of this Agreement to the fullest extent permitted by law.

Sign Now