Legal Indemnity Bond

LEGAL INDEMNITY BOND

This Legal Indemnity Bond (the Bond) is made and entered into as of Effective Date: by and between Principal / Indemnitor: and Obligee / Beneficiary: .

RECITALS

WHEREAS, Obligee requires indemnity and security in connection with the matter described as: (the Matter); and

WHEREAS, Indemnitor represents that it has the authority to enter into this Bond and agrees to indemnify Obligee against certain liabilities, losses, damages, costs and expenses as set forth herein; and

WHEREAS, the parties desire to set forth the terms of such indemnity and the limits, procedures and remedies applicable to claims arising under this Bond.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Bond, the parties agree as follows:

1. INDEMNITY

1.1 Indemnity Obligation. Indemnitor shall indemnify, defend and hold harmless Obligee, its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, judgments, expenses and costs (including reasonable attorneys' fees, court costs and expert fees) (collectively, Losses) arising out of or in connection with the Matter, whether known or unknown, asserted or unasserted, regardless of the cause thereof, except to the extent such Losses result solely from the gross negligence or willful misconduct of Obligee.

2. DEFENSE AND SETTLEMENT

2.1 Defense. Upon written notice from Obligee of any claim for which indemnity may be sought hereunder, Indemnitor shall promptly assume and conduct the defense of such claim at Indemnitor’s cost and expense with counsel reasonably acceptable to Obligee. Obligee shall have the right to participate in the defense at its own expense.

2.2 Settlement. Indemnitor shall not settle any claim that imposes liability or obligation on Obligee without Obligee’s prior written consent, which consent shall not be unreasonably withheld. Any settlement that compromises Obligee’s rights or imposes a monetary obligation on Obligee shall require Obligee’s prior written approval.

3. LIMITS, SECURITY AND PAYMENT

3.1 Payment. Indemnitor shall pay all Losses within thirty (30) days after presentment of a written demand by Obligee, including all reasonable costs and expenses incurred by Obligee in enforcing this Bond, unless otherwise agreed in writing.

3.2 Security. Upon request by Obligee, Indemnitor shall, at its expense, provide such security or collateral as is reasonably necessary to secure Indemnitor's obligations under this Bond.

4. EXCLUSIONS AND LIMITATIONS

4.1 Exclusions. Indemnitor's obligations shall not extend to Losses arising solely from Obligee's gross negligence or willful misconduct. Nothing herein shall constitute a waiver of any defense that Obligee may have under applicable law except to the extent expressly provided in this Bond.

5. TERM; TERMINATION

5.1 Term. This Bond shall commence on the Effective Date and shall remain in full force and effect until all obligations arising from the Matter have been finally satisfied and all claims are resolved and barred by applicable statute of limitations or other final determination, unless earlier terminated by written agreement of the parties.

6. REPRESENTATIONS AND WARRANTIES

Indemnitor represents and warrants that: (a) it is duly organized and validly existing under applicable law and has full power and authority to execute and perform this Bond; (b) execution, delivery and performance of this Bond have been duly authorized; and (c) this Bond constitutes a legal, valid and binding obligation enforceable against Indemnitor in accordance with its terms.

7. NOTICES

7.1 All notices, demands or communications required or permitted under this Bond shall be in writing and delivered by hand, courier, or certified mail to the addresses below or to such other address as a party may designate by written notice delivered in accordance with this Section.

8. REMEDIES AND ENFORCEMENT

8.1 Remedies. The rights and remedies of Obligee provided in this Bond are cumulative and not exclusive of any rights or remedies provided by law or in equity. Obligee may pursue any remedy available at law or in equity, including injunctive relief, and shall be entitled to recover from Indemnitor all costs incurred by Obligee in enforcing this Bond, including reasonable attorneys' fees.

9. AMENDMENT; WAIVER

9.1 Amendment. This Bond may be amended only by an instrument in writing signed by both parties.

9.2 Waiver. 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 a right preclude any other or further exercise of that or any other right.

10. COUNTERPARTS

This Bond 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Bond shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

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

11.3 Severability. If any provision of this Bond is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. ADDITIONAL PROVISIONS

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