Legal Indemnity Application

LEGAL INDEMNITY APPLICATION

This Legal Indemnity Application is submitted by Applicant Name: with registered address and is made in favour of Indemnitor Name: effective as of .

RECITALS

WHEREAS, the Applicant seeks indemnity and legal protection in respect of certain claims, losses or liabilities arising from the acts, omissions or circumstances described in this application;

WHEREAS, the Indemnitor is willing to consider providing such indemnity subject to the terms, conditions and limitations set forth in this agreement and upon receipt of full and accurate disclosures;

WHEREAS, the parties intend that this application, if accepted and executed, constitute a binding indemnity arrangement between them as set out below;

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

1. DEFINITIONS

For purposes of this Application the following terms have the following meanings: (a) "Claim" means any demand, action, suit, proceeding, obligation, loss, liability, damage, cost or expense (including reasonable legal fees) asserted against or incurred by the Applicant; (b) "Indemnified Losses" means losses for which the Indemnitor has agreed to indemnify the Applicant under Section 5; (c) "Applicable Law" means the law specified in the Governing Law clause.

2. APPLICANT INFORMATION

3. INDEMNITOR INFORMATION

4. DETAILS OF CLAIM OR LIABILITY

Date of incident / triggering event:

5. INDEMNITY UNDERTAKING

Subject to the terms and limitations of this Application, the Indemnitor agrees to indemnify, defend and hold harmless the Applicant from and against all Indemnified Losses arising out of or relating to the Claim described in Section 4, provided that such losses are not excluded under Section 6. The Indemnitor's aggregate liability under this indemnity shall not exceed unless otherwise agreed in a written amendment executed by both parties.

6. EXCLUSIONS

The Indemnitor shall have no obligation to indemnify losses to the extent resulting from (a) the willful misconduct or gross negligence of the Applicant; (b) liabilities that are punitive in nature and not compensatory under Applicable Law; or (c) matters that the Applicant knew or should reasonably have known prior to the Effective Date and which were not disclosed in this Application.

7. CLAIM PROCEDURE; DEFENSE AND COOPERATION

The Applicant shall give prompt written notice to the Indemnitor of any Claim for which indemnity is sought. The Indemnitor may, at its option and expense, assume control of the defense of any such Claim with counsel reasonably acceptable to the Applicant. The Applicant shall cooperate reasonably with the Indemnitor in the defense or settlement of any Claim and shall not settle any Claim which imposes liability on the Indemnitor without the Indemnitor's prior written consent, such consent not to be unreasonably withheld.

8. REPRESENTATIONS AND WARRANTIES

The Applicant and the Indemnitor each represent and warrant to the other that: (a) the information provided in this Application is true, correct and complete in all material respects as of the Effective Date; (b) they have full corporate or individual power and authority to enter into and perform their obligations under this Application; and (c) execution and delivery of this Application and performance of its terms do not and will not conflict with any other agreement or Applicable Law.

9. FEES, COSTS AND SECURITY

Unless otherwise agreed in writing, the Applicant shall be responsible for reasonable costs incurred in preparing this Application. The Indemnitor may require security, collateral or other assurance prior to accepting any indemnity obligation; if required, such security shall be evidenced in a separate agreement and incorporated herein by reference.

10. NOTICES

All notices, requests, demands and other communications under this Application shall be in writing and delivered to the addresses set forth in Sections 2 and 3 or to such other addresses as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the mail with first-class postage prepaid.

11. GOVERNING LAW

This Application and any indemnity agreement formed hereunder shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising under this Application.

Governing law jurisdiction:

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Application constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Application is held invalid or unenforceable, the remainder of the Application shall remain in full force and effect. No amendment, modification or waiver of any provision of this Application shall be effective unless in writing and signed by both parties. Failure or delay by either party in exercising any right shall not constitute a waiver of that right.

13. COUNTERPARTS

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

CERTIFICATION; ACKNOWLEDGEMENT

Each party certifies that the information provided in this Application is true, correct and complete to the best of its knowledge, and acknowledges that any material misstatement or omission may constitute grounds for denial of indemnity or may render any indemnity voidable. Each party further acknowledges that it has read and understands the terms of this Application and has the authority to execute it.

Warning: Providing false information on this Application may expose the provider to civil or criminal penalties under applicable law.

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