Legal Letter of Indemnity

LEGAL LETTER OF INDEMNITY

This Letter of Indemnity ("Letter") is made and entered into as of / / (the "Effective Date"), by and between Indemnitor Name: with principal address , and Indemnitee Name: with principal address .

RECITALS

WHEREAS, Indemnitee requires protection against certain liabilities, losses, damages, costs and expenses that may arise in connection with the performance of certain obligations or the release, delivery or possession of specified property or services described below; and

WHEREAS, Indemnitor is willing to provide such protection by agreeing to indemnify and hold harmless Indemnitee subject to the terms and conditions of this Letter; and

WHEREAS, the parties intend that this Letter supplement and not replace any underlying contract, bill of lading, charterparty, purchase order, or other instrument that gives rise to the need for indemnity.

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

1. DEFINITIONS

In this Letter, unless the context otherwise requires:

"Claims" means any and all claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the matters described in the Recitals, including claims by third parties.

"Covered Matters" means the specific transaction, item, cargo, goods, equipment, documents or services described as:

2. INDEMNITY

Subject to the terms and conditions of this Letter, Indemnitor hereby irrevocably and unconditionally agrees to indemnify, defend and hold harmless Indemnitee and Indemnitee's officers, directors, employees, agents and affiliates from and against any and all Claims arising out of or relating to the Covered Matters, including but not limited to Claims arising from the acts or omissions of Indemnitor, its agents, subcontractors or employees.

3. SCOPE AND LIMITATIONS

The indemnity in Section 2 shall apply to all Claims whether arising before, on or after the Effective Date, except to the extent that any Claim results solely from Indemnitee's gross negligence or willful misconduct. Indemnitor's obligations shall include payment of all costs of investigation, litigation, settlement, remediation and reasonable attorneys' fees.

Notwithstanding the foregoing, Indemnitor's aggregate liability under this Letter shall not exceed unless otherwise agreed in writing by both parties.

4. CONDITIONS PRECEDENT

Indemnitor's obligations under this Letter are conditioned upon: (a) Indemnitee providing prompt written notice of any Claim to Indemnitor in accordance with the Notices provision below; (b) Indemnitee permitting Indemnitor, at Indemnitor's expense and discretion, to assume and control the defense and settlement of such Claim subject to the reservation of rights set forth below; and (c) Indemnitee's cooperation, at Indemnitor's expense, in the defense of any Claim.

5. DEFENSE, SETTLEMENT AND CONTROL

Upon receipt of timely notice of a Claim, Indemnitor may assume the defense of such Claim with counsel reasonably acceptable to Indemnitee. Indemnitor shall not settle any Claim in a manner that admits fault by, or imposes obligations on, Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld.

6. PAYMENT; SECURITY

Indemnitor shall promptly pay or reimburse Indemnitee for any amounts for which Indemnitor is obligated under this Letter upon written demand. Upon Indemnitee's reasonable request, Indemnitor will provide security or assurance of performance in a commercially reasonable form and amount acceptable to Indemnitee.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Letter and that the person signing below is duly authorized to execute and deliver this Letter on its behalf.

8. NOTICES

All notices, demands and other communications required or permitted under this Letter shall be in writing and shall be delivered by hand, reputable overnight courier, certified mail (return receipt requested) or electronic transmission to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of without regard to its rules governing conflicts of law.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment or modification of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

11. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

12. COUNTERPARTS

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

13. ADDITIONAL PROVISIONS

Any settlement of a Claim that materially affects the rights or obligations of Indemnitee shall require Indemnitee's prior written consent. Indemnitor acknowledges that monetary damages may be insufficient to remedy breaches of this Letter and that Indemnitee shall be entitled to equitable relief in addition to any other remedies available at law or in equity.

Sign Now