Legal Indemnity Deed

LEGAL INDEMNITY DEED

THIS INDEMNITY DEED is made on Day: Month: Year: .

BETWEEN: Indemnifier: of

AND: Indemnitee: of

RECITALS

WHEREAS the Indemnifier has provided or will provide certain goods, services, advice or other obligations to the Indemnitee pursuant to the arrangements between the parties described in the documents identified in schedule A and referred to in this Deed.

WHEREAS the Indemnitee requires, and the Indemnifier has agreed to give, a contractual indemnity in respect of claims, liabilities, losses and expenses which may arise out of or in connection with the performance of those goods, services or obligations.

WHEREAS the parties intend that this instrument operate as a deed to record the Indemnifier's obligations and to ensure enforceability according to applicable law.

NOW THEREFORE in consideration of the mutual covenants contained in this Deed the parties agree as follows:

1. DEFINITIONS

In this Deed, unless the context otherwise requires:

"Claim" means any demand, action, suit, proceeding, investigation, arbitration or other claim, whether civil, criminal, administrative or investigative.

"Losses" means all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees, court costs, settlements and amounts paid in investigation, defence or appeal) actually incurred by an Indemnified Party in connection with a Claim.

"Indemnified Party" means the Indemnitee and, where applicable, its officers, directors, employees, agents and permitted successors and assigns.

2. INDEMNITY

2.1 The Indemnifier hereby irrevocably and unconditionally agrees to indemnify, defend and hold harmless the Indemnified Party from and against all Losses which arise out of or are incurred by reason of:

(a) any breach by the Indemnifier of its representations, warranties, covenants or obligations under this Deed or any document or arrangement referred to in the Recitals;

(b) any act or omission of the Indemnifier or its officers, employees or agents in connection with the supply of goods or performance of services described in the Recitals, including negligence or wilful misconduct; and

(c) any third party Claim alleging infringement of intellectual property rights or other third party rights to the extent attributable to the Indemnifier's designs, materials or instructions.

3. EXCLUSIONS AND LIMITATIONS

3.1 The indemnity in clause 2 does not extend to Losses to the extent they result from the gross negligence, fraud or wilful misconduct of the Indemnified Party.

3.2 Subject to clause 3.1, the Indemnifier remains liable for any indirect, consequential or punitive damages arising from a Claim except where such damages are expressly excluded by applicable law.

4. DEFENCE, SETTLEMENT AND COOPERATION

4.1 Upon receipt of written notice of a Claim from the Indemnified Party, the Indemnifier shall promptly assume the defence of the Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party may participate in the defence at its own expense.

4.2 The Indemnifier shall not consent to entry of any judgment or enter into any settlement that imposes any obligation on the Indemnified Party or that does not include a complete release of the Indemnified Party from all liability, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld.

4.3 The Indemnified Party shall provide the Indemnifier with reasonably prompt written notice of a Claim and shall cooperate, at the Indemnifier's reasonable expense, in the defence or settlement of such Claim.

5. NOTICE AND CLAIM PROCEDURE

5.1 To be valid, a Claim under this Deed must be notified in writing to the other party as soon as reasonably practicable and, in any event, within 30 days after the Indemnified Party first becomes aware of the facts giving rise to the Claim.

6. DURATION AND SURVIVAL

6.1 The indemnities and obligations of the Indemnifier under this Deed shall survive termination or expiry of any underlying agreement between the parties and shall remain in force until final resolution of any Claim arising from acts or omissions occurring prior to such termination or expiry.

7. REMEDIES AND ENFORCEMENT

7.1 The indemnities in this Deed are continuing obligations. The rights and remedies provided in this Deed are cumulative and are in addition to any other rights and remedies available at law or in equity.

8. GOVERNING LAW AND JURISDICTION

This Deed is governed by and shall be construed in accordance with the laws of . The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for all disputes arising out of or in connection with this Deed.

9. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to that subject matter.

10. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, the remainder of this Deed shall remain in full force and effect and the parties shall negotiate in good faith to agree a valid substitute provision which achieves the parties' original intent as nearly as possible.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

11.1 No amendment to this Deed shall be effective unless in writing and executed by both parties.

11.2 A failure or delay by a party to exercise a right, power or privilege under this Deed shall not operate as a waiver of that right, power or privilege.

11.3 This Deed may be executed in counterparts. Each counterpart when executed shall be an original but all counterparts together shall constitute one and the same instrument.

12. EXECUTION AS A DEED

The parties intend that this instrument be executed as a deed and delivered on the date first written above. Each signatory warrants that they have full power and authority to enter into and perform this Deed.

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