Legal Indemnitor Application

LEGAL INDEMNITOR APPLICATION

This Legal Indemnitor Application (the "Application") is submitted as of Effective Date: by and between Indemnitor Name: with principal place of business at and Indemnitee Name: .

RECITALS

WHEREAS, Indemnitee requires an indemnitor to secure performance, defense and reimbursement of losses, liabilities and costs arising from the Indemnitee's extension of credit, bonds, contracts or other obligations described as: ;

WHEREAS, Indemnitor represents that it has the authority and financial capacity to assume indemnity obligations up to the Maximum Liability Amount: ; and

WHEREAS, Indemnitee has requested, and Indemnitor desires to provide, indemnity on the terms set forth in this Application and any subsequently executed Indemnity Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Application, "Claim" means any demand, liability, loss, damage, claim, action, suit, proceeding, cost or expense (including attorneys' fees and court costs) asserted against Indemnitee arising out of or in connection with the obligations described in the obligation_description field and any transactions to which Indemnitee is party.

2. SCOPE OF INDEMNITY

Indemnitor hereby applies to indemnify, defend and hold harmless Indemnitee from and against any and all Claims arising directly or indirectly from the obligations described in this Application, subject to the Maximum Liability Amount specified above. Indemnitor's obligations include, without limitation, payment of judgments, settlements, damages, losses, reasonable attorneys' fees, and costs of investigation and defense.

3. LIMITATION AND AGGREGATE LIABILITY

Indemnitor's aggregate liability under this Application shall not exceed the Maximum Liability Amount unless otherwise agreed in a subsequent written Indemnity Agreement signed by both parties. Any limitation of liability provided herein shall apply except to the extent prohibited by applicable law.

4. CLAIM PROCEDURE

Indemnitee shall notify Indemnitor promptly in writing of any Claim for which indemnity is sought. Notification shall not be a condition precedent to indemnity except where prejudice to Indemnitor results from delay. Indemnitor shall have the right to assume and control the defense of any Claim, subject to Indemnitee's right to participate with counsel of its choosing at its own expense.

5. COLLATERAL AND SECURITY

Indemnitor agrees to furnish, upon request by Indemnitee, such security or collateral as Indemnitee reasonably requires to secure Indemnitor's obligations under this Application. Security may include cash deposit, letter of credit, or other forms acceptable to Indemnitee in its sole discretion.

6. REPRESENTATIONS AND WARRANTIES

Indemnitor represents and warrants that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has full power and authority to enter into this Application and to perform its obligations hereunder; (c) the execution, delivery and performance of this Application will not violate any agreement, instrument, law or order to which Indemnitor is subject; and (d) all financial information and statements submitted to Indemnitee in support of this Application are true, complete and fairly present Indemnitor's financial condition as of their respective dates.

I have attached current financial statements: Yes

7. COVENANTS

Indemnitor covenants to maintain sufficient financial capacity to satisfy its obligations under this Application, to provide further assurances and execute documents necessary to effectuate the indemnity, and to notify Indemnitee promptly of any material adverse change to its financial condition or legal status.

8. NOTICES

All notices required or permitted hereunder shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses for the parties set forth below, or to such other address as a party may designate by written notice.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER

This Application, along with any other documents executed in connection herewith, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment, modification or waiver of any provision shall be effective unless in a writing signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

11. COUNTERPARTS; EXECUTION

This Application may be executed in counterparts, each of which when executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

12. ADDITIONAL INFORMATION

Individual Corporation LLC Partnership

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