Legal Indemnity Recognition Form

LEGAL INDEMNITY RECOGNITION FORM

This Legal Indemnity Recognition Form is made as of by and between Indemnitor Name: (Entity Type: Individual Corporation LLC) with principal address ; and Indemnitee Name: (Entity Type: Individual Corporation LLC) with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Indemnitor and Indemnitee are parties to an underlying agreement titled dated (the "Underlying Agreement"), pursuant to which certain indemnity obligations arise; and

WHEREAS, Indemnitee seeks an express written recognition and specification of the scope, procedures and limitations of the indemnity afforded by Indemnitor in respect of Claims (as defined below); and

WHEREAS, the Parties intend by this instrument to confirm the obligations of Indemnitor to defend, indemnify and hold harmless Indemnitee in accordance with the terms set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained in this Form 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 Form, the following terms shall have the meanings set forth below:

"Claim" means any demand, action, suit, proceeding, arbitration, investigation or other claim asserted or prosecuted by a third party against an Indemnified Party that arises out of or relates to the Underlying Agreement or the acts or omissions described therein.

"Losses" means all liabilities, damages, judgments, fines, settlements, losses, costs and expenses (including reasonable attorneys' fees, court costs and expert fees) actually incurred by an Indemnified Party in connection with a Claim.

"Indemnified Party" means Indemnitee and, to the extent applicable, its officers, directors, employees, agents and affiliates.

2. RECOGNITION OF INDEMNITY

Indemnitor hereby expressly recognizes and agrees that it shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses arising out of or resulting from Claims to the fullest extent required by the Underlying Agreement and this Form, whether arising in contract, tort (including negligence), strict liability or otherwise, except to the extent such Losses are finally determined to have resulted from the gross negligence or willful misconduct of the Indemnified Party.

3. SCOPE AND OBLIGATIONS

3.1 Defense. Subject to Section 4 (Limitations), Indemnitor shall have the right to assume and control the defense of any Claim with counsel reasonably acceptable to Indemnitee; provided, however, that Indemnitee shall have the right to retain separate counsel at Indemnitor's expense if representation of Indemnitor and Indemnitee would be adverse or if Indemnitor fails to assume the defense promptly.

3.2 Settlement. Indemnitor shall not settle any Claim that includes a monetary or equitable relief against an Indemnified Party, or which imposes any obligation on an Indemnified Party, without the prior written consent of such Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

4. LIMITATIONS AND FINANCIAL CAP

4.1 Cap on Liability. Except as otherwise required by mandatory law, Indemnitor's aggregate liability under this Form for Losses shall not exceed unless a greater amount is expressly set forth in the Underlying Agreement.

4.2 Exclusions. Indemnitor shall have no obligation under this Form for Losses arising from (a) the gross negligence or willful misconduct of an Indemnified Party as finally adjudicated, (b) fraudulent acts of an Indemnified Party, or (c) punitive damages to the extent prohibited by applicable law.

5. NOTICE, CLAIM HANDLING AND COOPERATION

5.1 Notice of Claim. An Indemnified Party shall give Indemnitor prompt written notice of any Claim for which it intends to seek indemnification. Failure to give such notice shall not relieve Indemnitor of its obligations hereunder except to the extent Indemnitor is materially prejudiced by such failure.

5.2 Cooperation. The Parties shall cooperate in the defense and settlement of Claims and shall provide access to relevant records, witnesses and evidence as reasonably requested.

6. INSURANCE

Each Party shall maintain insurance coverage customary for its industry and sufficient to satisfy its obligations under this Form. Indemnitor shall, upon reasonable request, provide proof of such insurance evidencing coverage and limits. Insurance coverage shall be primary and not seek contribution from any insurance maintained by an Indemnified Party.

7. TERM; SURVIVAL; TERMINATION

This Form shall commence on the Effective Date and shall survive the expiration or termination of the Underlying Agreement to the extent necessary to resolve Claims arising during the term of the Underlying Agreement. The indemnification obligations shall survive for the full period provided in the Underlying Agreement and thereafter as required by applicable law.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Form and to perform its obligations hereunder, and that the execution and delivery of this Form has been duly authorized by all necessary action.

9. REMEDIES; EQUITABLE RELIEF

The remedies provided in this Form shall be cumulative and in addition to any other remedies available at law or in equity. An Indemnified Party shall be entitled to seek injunctive or other equitable relief to enforce the provisions of this Form without demonstrating irreparable harm or the inadequacy of monetary damages.

10. NOTICES

All notices required or permitted under this Form shall be in writing and shall be delivered to the addresses specified above by certified mail, courier, or personal delivery and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right or provision under this Form shall not constitute a waiver of such right or provision.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Form, together with the Underlying Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, oral or written, relating thereto.

14. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

This Form may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument.

16. ADDITIONAL PROVISIONS

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