Legal Indemnitor Packet

LEGAL INDEMNITOR PACKET

This Legal Indemnitor Packet (the "Agreement") is entered into as of Effective Date: by and between Indemnitor Name: , an entity type Individual Corporation LLC with principal place of business at , and Indemnitee Name: , an entity type Individual Corporation LLC with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Indemnitor has agreed to provide indemnification in connection with the transaction, agreement, or activity described as: (the "Transaction");

WHEREAS, Indemnitee requires assurance and protection against Claims (as defined below) arising from the Transaction; and

WHEREAS, Indemnitor acknowledges its obligations under this Agreement and is willing to provide indemnification and security for the benefit of Indemnitee on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants 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 have the meanings set forth below:

"Claim" means any demand, action, suit, proceeding, investigation, or arbitration, whether civil, criminal, administrative, or otherwise, asserted or threatened by a third party against an Indemnitee arising out of or related to the Transaction.

"Losses" means all losses, liabilities, damages, fines, penalties, judgments, settlements, costs and expenses (including reasonable attorneys' fees and court costs) incurred as a result of, arising out of, or relating to a Claim.

2. INDEMNITY OBLIGATION

Indemnitor shall indemnify, defend, and hold harmless Indemnitee from and against any and all Losses resulting from any Claim to the fullest extent permitted by law, including Losses attributable to acts or omissions of Indemnitor, its agents, employees, contractors, or representatives in connection with the Transaction. This indemnity includes, without limitation, attorney fees, costs of investigation, and expenses of litigation or settlement.

3. DEFENSE AND CONTROL OF CLAIMS

Indemnitee shall promptly notify Indemnitor in writing of the assertion of any Claim for which indemnification is sought. Indemnitor shall have the right, at its expense, to assume the defense and control of such Claim with counsel reasonably acceptable to Indemnitee, provided that Indemnitee may participate in the defense at its own expense. If Indemnitor fails to assume the defense within a reasonable time after written notice, Indemnitee may retain counsel and control the defense, and Indemnitor shall be liable for all reasonable costs and expenses incurred.

4. SETTLEMENTS; CONSENT

Indemnitor shall not settle or otherwise dispose of any Claim in a manner that imposes any obligation or admission on Indemnitee or that affects Indemnitee's rights without Indemnitee's prior written consent, which consent shall not be unreasonably withheld. Any settlement that includes an admission of wrongdoing by Indemnitee requires Indemnitee's prior written consent.

5. ADVANCEMENT OF EXPENSES

Upon written request by Indemnitee, Indemnitor shall advance reasonable attorney fees and other reasonable out-of-pocket expenses incurred by Indemnitee in defending any Claim, within Payment Deadline: days after receipt of an itemized statement, subject to Indemnitor's right to prompt repayment if it is later determined that such amounts were not payable under this Agreement.

6. SECURITY AND COLLATERAL

To secure its obligations hereunder, Indemnitor shall provide security in the form described below or as otherwise agreed in writing by the Parties:

7. SUBROGATION; RECOVERY

After Indemnitor has paid any Losses, Indemnitor shall be subrogated to the rights of Indemnitee with respect to such Losses. Indemnitee agrees to cooperate and execute documents reasonably necessary to perfect Indemnitor's subrogation rights and to assist in the recovery of sums paid by Indemnitor.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

9. INSURANCE

Indemnitor shall maintain insurance coverage in commercially reasonable amounts covering the risks for which indemnity is provided hereunder and shall, upon Indemnitee's request, furnish certificates of insurance or other evidence of such coverage.

10. LIMITATION OF LIABILITY

Except as expressly provided otherwise in this Agreement, neither Party shall be liable to the other for punitive, special, exemplary, or consequential damages (including lost profits) arising from a Claim, provided that this limitation shall not apply to liability for intentional misconduct, fraud, or willful breach of this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address as either Party may designate by notice in accordance with this Section). Notices shall be deemed given on receipt when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested).

12. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement will be effective unless it is in writing and signed by both Parties. No failure or delay by any Party in exercising any right will operate as a waiver of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

15. MISCELLANEOUS

If Indemnitor is required to reimburse Indemnitee for Losses under this Agreement, Indemnitor shall pay such amounts within Payment Deadline After Demand: days after written demand. Time is of the essence with respect to all time-sensitive obligations under this Agreement.

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