Legal Waiver and Indemnification

LEGAL WAIVER AND INDEMNIFICATION AGREEMENT

This Legal Waiver and Indemnification Agreement ("Agreement") is made effective as of by and between Releasor Name: , Address: (hereinafter "Releasor"), and Indemnitee Name: , Address: (hereinafter "Indemnitee").

RECITALS

WHEREAS, Releasor desires to participate in or receive services, products, access, or other activities described in the Scope of Activities below; and

WHEREAS, Indemnitee provides certain activities, services, facilities, equipment, or advice and requires Releasor to release and indemnify Indemnitee for claims arising from Releasor's participation to the maximum extent permitted by law; and

WHEREAS, the parties wish to set forth their respective rights, obligations and the allocation of risk between them.

NOW, THEREFORE, in consideration of the mutual promises contained herein 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 Agreement, the following terms have the meanings set forth below:

"Claims" means any and all liabilities, demands, claims, suits, actions, causes of action, losses, damages, fines, penalties, judgments, settlements, costs and expenses, including reasonable attorneys' fees and court costs, whether in contract, tort, strict liability or otherwise, arising out of or relating to the Activities or this Agreement.

"Losses" means all losses, damages, costs, liabilities and expenses, including reasonable attorneys' fees, incurred in connection with any Claim.

2. SCOPE OF ACTIVITIES

3. WAIVER AND RELEASE

Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, successors and assigns, hereby fully and irrevocably releases, waives, and forever discharges Indemnitee and Indemnitee's officers, directors, employees, agents, contractors, affiliates and insurers (collectively, "Released Parties") from any and all Claims arising out of or relating to the Activities, whether known or unknown, foreseen or unforeseen, except to the extent such Claims arise from the gross negligence or willful misconduct of Indemnitee as determined by a court of competent jurisdiction.

4. INDEMNIFICATION

Releasor shall indemnify, defend and hold harmless the Released Parties from and against any and all Claims and Losses brought by third parties or Releasor arising out of or in connection with Releasor's participation in the Activities, breach of this Agreement, negligent acts or omissions, or willful misconduct. Releasor's obligations to defend and indemnify shall include payment of attorneys' fees, court costs, settlement amounts and any other reasonable expenses incurred by the Released Parties in defending any Claim.

Indemnitee shall provide prompt written notice to Releasor of any Claim for which indemnification is sought. The failure to provide such notice shall not relieve Releasor of its indemnification obligations except to the extent Releasor is prejudiced thereby. Releasor shall assume the defense at its sole cost and control, provided that Indemnitee may, at its option, participate in the defense with counsel of its choosing at Indemnitee's expense.

5. ASSUMPTION OF RISK

Releasor acknowledges and understands that participation in the Activities involves inherent risks, including but not limited to bodily injury, property damage and death. Releasor voluntarily assumes all such risks and accepts full responsibility for any injury, loss or damage to Releasor or Releasor's property arising from participation in the Activities, whether caused in whole or in part by the negligence of the Released Parties or otherwise, except to the extent prohibited by applicable law.

6. INSURANCE

Releasor represents that Releasor has adequate insurance coverage to protect against the risks associated with the Activities. To the extent applicable, Releasor shall maintain insurance in commercially reasonable amounts and shall, upon request, provide evidence of such insurance to Indemnitee.

7. LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO RELEASOR OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, ARISING OUT OF OR RELATING TO THE ACTIVITIES OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, and that the person signing this Agreement on its behalf is duly authorized to do so.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or reputable overnight courier, and shall be effective upon receipt.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for resolution of disputes arising out of this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Agreement 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. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach.

12. COUNTERPARTS; EXECUTION

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 delivered by electronic means shall be deemed original signatures for all purposes.

13. ATTORNEYS' FEES

In the event of any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses in addition to any other relief awarded.

I certify that I have read this Agreement, that I understand its terms, that I am voluntarily giving up substantial legal rights, and that I am signing it knowingly and voluntarily.

EXECUTION

The parties agree that this Agreement may be executed electronically or in counterparts. Each party represents and warrants that the individual signing below is authorized to sign on behalf of the party identified.

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