Legal Indemnification Consent Form

LEGAL INDEMNIFICATION CONSENT FORM

This Legal Indemnification Consent Form (the Agreement) is made effective as of Effective Date: , by and between Indemnitor Name: , with principal address: , and Indemnitee Name: , with principal address: .

RECITALS

WHEREAS, Indemnitor has entered into or may enter into certain activities, transactions or arrangements described as: (Covered Transaction); and

WHEREAS, in connection with the Covered Transaction, Indemnitee requires Indemnitor to provide indemnification, defense and related covenants as set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding indemnification, defense and allocation of losses arising out of the Covered Transaction.

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

1. DEFINITIONS

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

"Claim" means any demand, action, cause of action, suit, arbitration, administrative or regulatory proceeding, investigation or threatened claim by any Person that, if prosecuted, could result in Losses.

"Losses" means all losses, liabilities, damages, fines, penalties, judgments, settlements, costs and expenses (including reasonable attorneys' fees and court costs) actually incurred in connection with a Claim.

2. INDEMNIFICATION OBLIGATION

Indemnitor shall indemnify, defend and hold harmless Indemnitee and its officers, directors, employees, agents and affiliates (collectively Indemnitee Parties) from and against any and all Losses arising out of, resulting from, or in connection with the Covered Transaction to the fullest extent permitted by law, except to the extent such Losses result from the gross negligence or willful misconduct of an Indemnitee Party.

The indemnity provided in this Section shall include, without limitation, Losses based upon third-party Claims for bodily injury, death, property damage, infringement, misappropriation, breach of contract, or violation of law arising from the acts or omissions of Indemnitor or its representatives.

3. DEFENSE AND CONTROL OF CLAIMS

If a Claim is asserted against an Indemnitee Party for which indemnity may be sought hereunder, Indemnitee shall promptly notify Indemnitor in writing. Subject to Indemnitor's indemnification obligations, Indemnitor shall have the right, upon written notice to Indemnitee, to assume the defense and control of such Claim with counsel reasonably satisfactory to Indemnitee. Indemnitor shall not settle any Claim in a manner that admits fault by or imposes injunctive relief on an Indemnitee Party without Indemnitee's prior written consent, which consent shall not be unreasonably withheld.

Indemnitee shall have the right to participate in the defense of any Claim at its own expense and may retain separate counsel at its cost. All reasonable fees and costs incurred by Indemnitee in connection with any successful or settled Claim for which indemnity is due shall be included in Losses recoverable hereunder.

4. LIMITATIONS; CAPS; EXCLUSIONS

Except as otherwise set forth herein, Indemnitor's aggregate liability to Indemnitee for Losses arising under this Agreement shall not exceed the amount of $ (Cap), provided that this limitation shall not apply to Losses arising from Indemnitor's fraud, willful misconduct, or intentional violation of law.

The indemnity shall not include indirect, incidental, special or consequential damages except where such damages are the direct result of Indemnitor's gross negligence or willful misconduct.

5. INSURANCE

Indemnitor shall, at its expense, maintain and keep in force for the term of this Agreement insurance coverages appropriate to the activities giving rise to indemnity, including commercial general liability insurance with a minimum limit of $, and shall provide certificates or other evidence of such insurance to Indemnitee upon reasonable request.

6. PROCEDURES FOR NOTICE AND CLAIM

Indemnitee shall give prompt written notice to Indemnitor upon becoming aware of any Claim for which indemnity may be sought. Failure to provide prompt notice shall not relieve Indemnitor of obligations hereunder except to the extent such failure materially prejudices Indemnitor's ability to defend the Claim.

Indemnitor shall commence defense within days of receipt of notice and shall keep Indemnitee reasonably informed of the status of the defense.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

8. TERM; SURVIVAL

This Agreement shall commence on the Effective Date and shall continue until the expiration of all applicable statutes of limitation with respect to Claims arising out of the Covered Transaction. The obligations of Indemnitor under this Agreement shall survive termination or expiration to the extent necessary to satisfy any Claims arising during the term.

9. REMEDIES; NO LIMITATION

The rights and remedies of the parties under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. Nothing in this Agreement shall limit Indemnitee's right to seek injunctive relief or other equitable remedies.

10. NOTICES

All notices permitted or required hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or such other address as any party may specify by notice in writing.

11. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

15. COUNTERPARTS

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. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

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