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INDEMNITY AGREEMENT

This Indemnity Agreement (hereinafter referred to as the "Agreement") is entered into as of [date of agreement],

WHEREAS, Indemnitee wishes to be indemnified for certain potential losses and liabilities which may arise out of [describe activity or transaction], and;

WHEREAS, The Indemnifier agrees to provide such indemnity to the Indemnitee subject to the terms and conditions set forth herein.

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

INDEMNITY

Indemnifier hereby agrees to hold harmless, defend, and indemnify Indemnitee, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs, and legal or other expenses (including, without limitation, reasonable legal fees fees) (collectively, "Claims") that Indemnitee may suffer or incur as a result of or arising directly or indirectly out of [describe activity or transaction].

SCOPE OF INDEMNITY

The indemnification provided hereunder shall be applicable to Claims resulting from the negligence, breach of contract, or willful misconduct of the Indemnifier, its employees, agents, or subcontractors. It will not extend to any Claims resulting solely from the negligence or willful misconduct of the Indemnitee.

LIMITATION OF LIABILITY

Notwithstanding any other provision of this Agreement, the total liability of the Indemnifier under this Agreement for all Claims shall not exceed the sum of [maximum sum of claim]

NOTICE OF CLAIM

Indemnitee shall notify Indemnifier in writing of any Claim or potential Claim within [number of days] days of becoming aware of such Claim or potential Claim. Indemnifier shall have the right to assume the defense of any Claim with counsel of its own choosing, and to settle any Claim as it deems appropriate.

INSURANCE

Indemnifier agrees to maintain insurance coverage sufficient to support its obligations under this Agreement, with minimum limits of liability not less than [minimum insurance coverga eamount].

DURATION OF AGREEMENT

This Agreement shall be in effect as of the commencement date first written above and shall continue in full force and effect until [end date or event], unless earlier terminated by either party upon 14 days' written notice to the other party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [governing law], and both parties agree to submit to the exclusive jurisdiction of its courts for the resolution of any disputes arising out of or in connection with this Agreement.

ENTIRE AGREEMENT

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

AMENDMENTS

No amendment, change, or modification of this Agreement shall be valid unless in writing signed by both parties.

SEVERABILITY

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.