Surety Bond Agreement

SURETY BOND AGREEMENT

This Surety Bond Agreement (the "Agreement") is entered into as of Effective Date: by and between Principal Name: , Principal Entity Type: , with principal business address

and Surety Name: , Surety Entity Type: , with principal business address

for the benefit of Obligee Name: , Obligee Address:

RECITALS

WHEREAS, Obligee requires one or more surety bonds to secure the performance, payment or other obligations of the Principal to the Obligee; and

WHEREAS, Surety is willing to issue bonds on behalf of Principal within the limits and subject to the terms of this Agreement; and

WHEREAS, Principal agrees to provide indemnity and such collateral or assurances as necessary to protect Surety from loss arising from bonds issued pursuant to this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Bond" means any surety bond, undertaking, guaranty or other instrument issued by Surety on behalf of Principal for the benefit of Obligee pursuant to this Agreement. Penal Sum for each Bond shall be as set forth in the instrument or, if applicable, the agreed maximum penal sum:

1.2 "Aggregate Bond Limit" means the maximum aggregate penal amount for Bonds outstanding at any time under this Agreement:

2. ISSUANCE OF BONDS

2.1 Subject to the terms and conditions of this Agreement and upon receipt of any required premium, collateral and executed bond forms, Surety shall have the obligation, but not the absolute duty, to issue Bonds on behalf of Principal to Obligee provided that the issuance of each Bond shall be within the Aggregate Bond Limit and subject to underwriting approval in Surety's reasonable discretion.

2.2 Surety may decline to issue any Bond if, in Surety's reasonable judgment, the risks exceed acceptable underwriting standards or if Principal defaults under this Agreement, including failing to provide collateral or pay premium when due.

3. PREMIUMS; PAYMENT; ACCOUNTING

3.1 Principal shall pay to Surety a premium for each Bond equal to the rate or amount agreed in writing prior to issuance. Agreed premium rate or formula:

3.2 All premiums, fees and expenses are due upon demand and are non-refundable unless otherwise expressly provided in writing. Principal shall reimburse Surety for reasonable counsel fees, investigation costs and other expenses incurred by Surety in connection with any Bond or claim under a Bond.

4. INDEMNITY

4.1 Principal hereby irrevocably indemnifies, defends and holds harmless Surety from and against any and all losses, liabilities, damages, costs, expenses (including attorneys' fees), judgments, and payments of every kind and nature which Surety may sustain or incur by reason of issuing or procuring Bonds for Principal, or by reason of enforcing this Agreement or collecting losses paid under any Bond.

4.2 Upon demand by Surety, Principal shall deposit collateral in the form, amount and at the location specified by Surety. Failure to timely deliver collateral shall be an event of default permitting Surety to deny further Bonds and exercise any remedies available at law or in equity.

5. CLAIMS; DEFENSE; SUBROGATION

5.1 Surety shall be entitled, but not required, to participate in or assume the defense of any claim or suit brought against Principal or based on obligations secured by a Bond. Surety shall provide notice of such assumption to Principal when practicable.

5.2 If Surety elects to pay any claim or judgment under a Bond, Principal shall promptly reimburse Surety for all sums paid and for all costs, expenses and attorneys' fees. Upon payment, Surety shall be subrogated to the rights of the payee or obligee to the extent of such payment.

6. REPRESENTATIONS AND WARRANTIES

Principal represents and warrants that Principal is duly organized and in good standing under the laws of the jurisdiction of its organization, has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement, law or judgment applicable to Principal.

7. DEFAULT; REMEDIES

7.1 The occurrence of any of the following shall constitute an Event of Default: Principal's failure to pay any amount when due, failure to provide requested collateral, insolvency, commencement of bankruptcy proceedings by or against Principal, or material breach of any representation or covenant contained in this Agreement.

7.2 Upon an Event of Default, Surety may, without notice and in addition to other remedies, suspend issuance of further Bonds, demand and apply collateral, procure reimbursement from Principal, or pursue any remedy available at law or in equity.

8. NOTICES

All notices permitted or required under this Agreement shall be in writing and delivered to the address for each party set forth below (or such other address as a party designates by written notice). Notices shall be effective upon delivery by hand, overnight courier, or three days after deposit in the United States mail, postage prepaid.

9. TERM; TERMINATION

This Agreement shall remain in force until all Bonds issued hereunder have expired, terminated or been discharged and until Surety has received final reimbursement for all obligations arising under or in connection with such Bonds. Termination shall not affect Surety's rights with respect to any Bond issued prior to termination.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State or Jurisdiction of: , without regard to its conflicts of law principles. Any action to enforce this Agreement shall be brought in a court of competent jurisdiction in that state or jurisdiction.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11.2 No amendment or modification of this Agreement shall be effective unless in writing and signed by both Principal and Surety.

11.3 If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

12. WAIVER; COUNTERPARTS

No failure or delay by a party in exercising any right shall operate as a waiver of that right. This Agreement 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.

13. MISCELLANEOUS

The rights of Surety hereunder are cumulative and in addition to any other rights or remedies available at law or equity. Principal waives any right to require that Surety first exhaust remedies against Obligee or any other person or collateral prior to seeking recovery under this Agreement.

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