Legal Defence Document

LEGAL DEFENCE DOCUMENT

This Legal Defence Document (the "Agreement") is entered into as of by and between Defender: with principal address at , and Indemnitee: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Indemnitee has been named or may be named as a party in certain claims, actions, suits or proceedings described as:

WHEREAS, Defender agrees to defend and indemnify Indemnitee against such Claims subject to the terms and limitations set forth in this Agreement.

WHEREAS, the Parties desire to set forth the procedures for tendering defence, selecting counsel, controlling litigation, and allocating costs associated with any such Claims.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any claim, demand, action, suit, proceeding or investigation, whether civil, criminal, administrative or otherwise, threatened, asserted or filed against Indemnitee relating to the matters described in the Recitals.

1.2 "Losses" means all damages, judgments, fines, amounts paid in settlement, penalties, liabilities, costs and expenses, including reasonable attorneys' fees and court costs, incurred in connection with a Claim.

2. DEFENCE AND INDEMNIFICATION

2.1 Duty to Defend. Subject to the terms of this Agreement, Defender shall, at its expense, defend Indemnitee against any Claim and shall pay and be responsible for Losses arising from such Claim.

2.2 Indemnification. Defender shall indemnify and hold harmless Indemnitee from and against any and all Losses finally awarded or agreed to in settlement, except to the extent that such Losses result from Indemnitee's gross negligence or willful misconduct.

3. NOTICE AND TENDER OF DEFENCE

3.1 Notice. Indemnitee shall give Defender prompt written notice of any Claim for which defence or indemnity may be sought. Failure to give prompt notice shall not relieve Defender of its obligations hereunder unless and to the extent Defender is prejudiced thereby.

4. CONTROL OF DEFENCE; COUNSEL

4.1 Tender. Upon receipt of notice of a Claim, Defender may, subject to Section 4.3, assume and control the defence of such Claim using counsel of its selection reasonably acceptable to Indemnitee.

4.2 Cooperation. Indemnitee shall cooperate fully with Defender and the counsel selected by Defender, including providing documents, witnesses and access to personnel reasonably necessary for the defence. The Parties shall confer as necessary to coordinate defence strategy.

5. SETTLEMENTS

5.1 Defender shall not settle any Claim in a manner that imposes any obligation or admission on Indemnitee without Indemnitee's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

5.2 If Indemnitee withholds consent to a proposed settlement, Defender may continue to defend at its own expense and Indemnitee shall be responsible for any portion of Losses arising from Indemnitee's refusal to consent to a reasonable settlement.

6. EXCLUSIONS; LIMITATIONS

6.1 This Agreement shall not apply to Losses finally determined by a court of competent jurisdiction to have resulted solely from Indemnitee's gross negligence or willful misconduct.

7. EXPENSES; ADVANCES

7.1 Defender shall pay all reasonable attorneys' fees and costs incurred in the defence of any Claim. Defender may, at its election, advance reasonable costs of defence subject to the obligation of Indemnitee to reimburse such advances if a final determination establishes that Indemnitee is not entitled to indemnity hereunder.

8. INSURANCE

8.1 Each Party shall maintain insurance coverage appropriate to its operations and obligations and shall, upon reasonable request, provide certificates of insurance evidencing such coverage.

9. TERM AND TERMINATION

9.1 This Agreement shall become effective on the Effective Date and shall remain in effect until the later of (a) final resolution of all Claims subject to indemnity hereunder or (b) termination by mutual written agreement of the Parties.

10. CONFIDENTIALITY

10.1 Except as required by law or necessary to the defence of a Claim, the Parties shall keep the terms of this Agreement and information exchanged in connection with a Claim confidential and shall not disclose such information to third parties without the prior written consent of the other Party.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

11.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the Parties' intent.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not be deemed a waiver of any other or subsequent breach.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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