Legal Insulation Agreement

LEGAL INSULATION AGREEMENT

This Legal Insulation Agreement (the Agreement) is made as of (Effective Date), by and between Party A: (Party A) and Party B: (Party B). Party A and Party B are each a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, Party A is engaged in the provision of services and/or products described as ; and

WHEREAS, Party B requires that Party A provide legal insulation, including indemnification and defense, for certain claims arising from or related to the activities described above; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to indemnification, defense, limitation of liability, and related matters in a single written agreement.

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

1.1 "Claims" means any claim, demand, suit, action, proceeding, liability, loss, damage, fine, penalty, cost or expense (including reasonable attorneys' fees, court costs and investigation expenses).

1.2 "Indemnified Parties" means Party B and its officers, directors, employees, agents, successors and permitted assigns.

1.3 "Insulated Matters" means Claims arising out of, relating to, or in connection with: (a) Party A's performance of services or delivery of products described above; (b) any act or omission of Party A in connection with the subject matter of this Agreement; and (c) third-party claims asserted against an Indemnified Party in connection with the foregoing. Additional scope specification:

2. GRANT OF INSULATION

2.1 To the fullest extent permitted by law, Party A shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Claims arising out of or resulting from Insulated Matters, provided that such Claims are caused in whole or in part by any act or omission of Party A, its employees, subcontractors or agents. The obligations set forth in this Section are independent of, and are not limited by, any insurance obligations of Party A.

2.2 The indemnity provided by Party A includes payment of damages, settlement amounts, judgments, interest, court costs and reasonable attorneys' fees and expenses incurred by the Indemnified Parties.

3. DEFENSE AND CONTROL OF CLAIMS

3.1 Notice. An Indemnified Party shall give prompt written notice to Party A of any Claim for which indemnification is sought. Failure to provide prompt notice shall not relieve Party A of its obligations except to the extent that Party A is materially prejudiced by such failure.

3.2 Defense. Party A shall have the right to assume and control the defense and settlement of any Claim subject to indemnification hereunder, provided that Party A shall not settle any Claim that imposes any monetary or injunctive relief on an Indemnified Party without the prior written consent of such Indemnified Party, which consent shall not be unreasonably withheld. Indemnified Parties shall cooperate in the defense, and Party A shall reimburse reasonable costs of such cooperation.

4. EXCLUSIONS AND LIMITATIONS

4.1 Notwithstanding any provision to the contrary, Party A shall not be required to indemnify an Indemnified Party for Claims to the extent finally determined by a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or fraud of such Indemnified Party.

4.2 Limitation of Liability. Except for liabilities arising from Party A's fraud, willful misconduct or obligations to indemnify with respect to third-party Claims, the aggregate liability of Party A to an Indemnified Party for all Claims arising under or in connection with this Agreement shall not exceed (Liability Cap).

5. CONTRIBUTION; ALLOCATION

If a Claim arises for which an Indemnified Party seeks indemnification and a court of competent jurisdiction determines that Party A is not solely liable, the Parties shall contribute to the payment of such Claim in proportion to their respective equitable fault, to the extent permitted by applicable law.

6. INSURANCE

Party A shall, at its expense, maintain and keep in full force insurance coverage sufficient to cover the liabilities assumed under this Agreement, including commercial general liability (including contractual liability) and, where applicable, professional liability insurance with limits not less than:

General Liability Limit:

Professional Liability Limit (if applicable):

7. INDEMNIFICATION PROCEDURE

7.1 Notice of Claim. An Indemnified Party shall provide Party A with written notice of any Claim for indemnification promptly after becoming aware of the Claim. Such notice shall describe the Claim in reasonable detail and state the relief sought.

7.2 Control; Counsel. If Party A elects to assume the defense of a Claim, Party A shall employ counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense, and Party A shall not settle any Claim that would impose obligations on the Indemnified Party without the Indemnified Party’s prior written consent.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

8.2 Survival. The obligations of Party A to indemnify, defend and hold harmless as set forth in this Agreement shall survive termination or expiration of this Agreement with respect to Claims arising out of acts or omissions occurring prior to such termination or expiration.

9. NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and shall be deemed given on the date of personal delivery or three (3) business days after deposit in the United States mail, postage prepaid, or upon confirmed receipt of overnight courier or electronic delivery where receipt is acknowledged in writing.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

11.1 Entire Agreement. This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.2 Severability. If any provision of this Agreement 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.

11.3 Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

12. REMEDIES; ATTORNEYS' FEES

The Parties agree that the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement 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. Signatures transmitted by facsimile, electronic image or other electronic means shall be treated as originals for all purposes.

14. MISCELLANEOUS

The Parties shall at all times act in good faith to effectuate the intent of this Agreement. No third party shall have any rights under this Agreement except as expressly set forth herein.

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