Legal Risk Indemnity Form

LEGAL RISK INDEMNITY FORM

This Legal Risk Indemnity Form (the "Agreement") is entered into as of Effective Date: by and between Indemnitor Name: and Indemnitee Name: .

RECITALS

WHEREAS, Indemnitor is engaged in activities described as: (the "Activities");

WHEREAS, Indemnitee will receive certain services, deliverables, or access in connection with the Activities and may be exposed to losses, claims, liabilities, or expenses arising out of those Activities; and

WHEREAS, the parties desire that Indemnitor assume responsibility to indemnify and defend Indemnitee against certain losses and claims on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any third-party demand, action, suit, arbitration, regulatory proceeding, or administrative action asserted against an Indemnitee alleging liability for injury, death, damage to property, infringement, or violation of law arising out of the Activities.

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

2. INDEMNITY

2.1 Indemnification Obligation. Subject to the terms and limitations of this Agreement, Indemnitor shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees, court costs and settlement amounts) arising out of or related to the Activities, whether arising in tort, contract, strict liability or otherwise, except to the extent such Claims are caused solely by the gross negligence or willful misconduct of an Indemnified Party.

2.2 Defense. Indemnitor shall have the right, at its sole expense, to assume the defense of any Claim with counsel reasonably acceptable to Indemnitee. Indemnitee shall have the right to participate in the defense at its own expense. Indemnitor shall not settle any Claim in a manner that admits liability of, or imposes injunctive relief on, an Indemnified Party without that party's prior written consent, which shall not be unreasonably withheld.

3. NOTICE AND CLAIMS PROCEDURE

3.1 Notice of Claim. An Indemnified Party shall give written notice to Indemnitor promptly after becoming aware of any Claim for which indemnification may be sought. Failure to give prompt notice will not relieve Indemnitor of its obligations under this Agreement except to the extent Indemnitor can demonstrate actual prejudice from such failure.

3.2 Cooperation. Indemnified Parties shall cooperate reasonably with Indemnitor, at Indemnitor's expense, in the investigation, defense and settlement of any Claim. Indemnitor shall keep Indemnified Parties informed of the status of such Claim.

4. LIMITATION OF LIABILITY

4.1 Monetary Cap. Except for Claims arising from Indemnitor's fraud, willful misconduct, or intentional tort, Indemnitor's aggregate liability under this Agreement shall not exceed the amount of (USD).

4.2 Exclusion of Consequential Damages. Except to the extent required by applicable law or as provided in Section 2, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, including lost profits, even if such damages were foreseeable or the party had been advised of the possibility of such damages.

5. INSURANCE

5.1 Maintenance of Insurance. Indemnitor shall maintain, at its own expense, insurance policies with coverages and limits customary for the Activities, including commercial general liability and professional liability as applicable. Upon request, Indemnitor shall provide certificates of insurance evidencing such coverage.

5.2 Additional Insured. To the extent permitted by insurer, Indemnitor shall cause Indemnitee to be named as an additional insured under Indemnitor’s commercial general liability policy with respect to Claims arising from the Activities.

6. COOPERATION; SUBROGATION

6.1 Cooperation. Each party shall cooperate with the other in investigating and defending Claims and shall provide reasonable assistance in connection with any settlement, litigation or regulatory proceeding.

6.2 Subrogation. To the extent Indemnitor has paid any amounts under this Agreement, Indemnitor shall be subrogated to the rights of the Indemnified Parties against third parties to recover such amounts, and Indemnified Parties shall execute documents reasonably necessary to effectuate such subrogation.

7. SURVIVAL

The obligations of the parties under this Agreement that by their nature are intended to survive termination or expiration of this Agreement (including the indemnification, defense and payment obligations) shall survive for a period of years following termination or expiration, or for such longer period as required by applicable law.

8. NOTICES

Notices shall be sent to the addresses below by certified mail, courier, or national overnight delivery service and are effective upon receipt.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and representations.

9.3 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

9.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision achieving the intent of the original.

9.5 Counterparts. 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 electronic means shall be effective to bind the parties.

ADDITIONAL TERMS

Individual Corporation Limited Liability Company Partnership Other

CERTIFICATION

Each party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the individual signing on behalf of a party is duly authorized to execute this Agreement; and (c) the execution and performance of this Agreement will not violate any agreement, law or obligation applicable to such party.

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