Legal Defense Declaration

LEGAL DEFENSE DECLARATION

This Legal Defense Declaration is made on Date: by Declarant Name: whose principal address is (the "Declarant"), and Indemnitor Name: whose principal address is (the "Indemnitor").

RECITALS

WHEREAS, Declarant is a party to or has been threatened with a Claim arising out of the facts set forth in the factual summary below; and

WHEREAS, Indemnitor has agreed, subject to the terms of this Declaration, to provide and/or procure the defense of Declarant and to advance defense Fees and Costs as defined below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to appointment of counsel, funding of defense, settlement authority, preservation of privilege, and related matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any civil, administrative, regulatory or arbitration demand, suit, action, proceeding or investigation asserted or commenced against Declarant related to the factual summary below, including appeals.

1.2 "Defense Counsel" means the attorney or law firm retained to defend Declarant in a Claim in accordance with Section 3.

1.3 "Fees and Costs" means reasonable attorneys' fees, expert fees, court costs, filing fees, deposition costs, and other reasonable out-of-pocket expenses incurred in the defense of a Claim.

2. SCOPE OF DEFENSE

2.1 Indemnitor agrees, subject to the terms and conditions of this Declaration, to defend, indemnify and hold harmless Declarant from and against any Claim for which Declarant has provided timely written notice in accordance with Section 4, provided that such Claim arises out of the matters described in the factual summary below.

3. SELECTION AND AUTHORITY OF COUNSEL

3.1 Upon receipt of timely written notice of a Claim, Indemnitor shall have the right to select Defense Counsel reasonably acceptable to Declarant. If the parties cannot agree on Defense Counsel within ten (10) calendar days after notice, Declarant shall have the right to select Defense Counsel subject to Indemnitor's obligation to reimburse reasonable Fees and Costs as provided in Section 5.

3.2 Defense Counsel shall have authority to conduct the defense, including appearing on behalf of Declarant, conducting discovery and making tactical litigation decisions, provided that no settlement that (a) admits fault of Declarant, (b) imposes injunctive or other non-monetary obligations on Declarant, or (c) requires payment by Declarant must be entered into without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld.

4. NOTICE AND COOPERATION

4.1 Declarant shall provide prompt written notice to Indemnitor of any Claim, including a reasonably detailed description of the Claim, the relief sought and the identity of claimants. Failure to provide such notice shall not relieve Indemnitor of obligations hereunder except to the extent Indemnitor is materially prejudiced thereby.

4.2 Declarant shall cooperate fully with Defense Counsel and Indemnitor, including making available relevant documents, witnesses and factual information. Such cooperation shall include preservation of evidence and timely responses to reasonable requests for information.

5. FEES, COSTS AND ADVANCES

5.1 Indemnitor shall pay or advance all Fees and Costs incurred in the defense of covered Claims. Advances shall be paid within thirty (30) days of invoice. Declarant or Defense Counsel shall submit itemized invoices for Fees and Costs to Indemnitor.

5.2 If it is finally determined that all or part of the Fees and Costs are not covered by Indemnitor under this Declaration, Declarant shall promptly refund such non-covered amounts to Indemnitor. Recovery of sums by Indemnitor shall not affect Declarant's right to control the defense as provided herein.

6. SETTLEMENTS

6.1 No settlement that binds Declarant with respect to liability, admission of fault, or that imposes non-monetary obligations may be entered into without Declarant's and Indemnitor's written consent. If Indemnitor, after reasonable consultation with Defense Counsel, elects to settle a covered Claim in a manner that requires Declarant's consent and such consent is withheld unreasonably, Indemnitor may withdraw from further obligation to advance Fees and Costs for that Claim.

7. PRIVILEGE AND CONFIDENTIALITY

7.1 The parties agree that communications between Declarant and Defense Counsel shall be protected by the attorney-client privilege and work product doctrine. Declarant shall not waive any such privileges, except upon written agreement of Declarant and Indemnitor or as required by court order.

7.2 If privileged or protected material is inadvertently produced, the producing party may retrieve such material and privilege shall be preserved in accordance with governing law.

8. FACTUAL SUMMARY; DISCLOSURES

9. NOTICES

All notices required or permitted under this Declaration shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested. Notices are effective upon receipt.

10. REPRESENTATIONS

Declarant represents and warrants that the factual summary and disclosures provided to Indemnitor are true, complete and correct to the best of Declarant's knowledge, and that Declarant has not knowingly withheld material information relevant to the defense of the Claim.

11. AMENDMENT; WAIVER

This Declaration may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

12.1 This Declaration shall be governed by and construed in accordance with the laws of the State or Jurisdiction selected by the parties:

12.2 This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

12.3 If any provision of this Declaration is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. CERTIFICATION

Declarant certifies under penalty of perjury under the laws of the governing jurisdiction selected above that the foregoing is true and correct to Declarant's knowledge and belief.

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