Indemnify and Hold Harmless Agreement



FOR VALUE RECEIVED, the undersigned jointly and severally agree to indemnify and hold harmless _______________________________, (Indemnities) from any claim, action, liability or suit, arising from the following:

(Describe in detail)

In the event of any asserted claim, the Indemnities shall provide the undersigned timely notice of same, and thereafter the undersigned shall at its own expense defend and protect Indemnities against said clients.

In the further event the undersigned shall fail to so defend, then in such instance the Indemnities shall have full rights to defend, pay or settle said claim with full rights of recourse against the undersigned for all fees, costs, expenses and payments made or agreed to be paid to discharge said claim.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

Terms and Provisions. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, and has had an opportunity to review this Agreement in its entirety.

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

Applicable Law. This Agreement shall be governed by the laws of the State of _______.

IN WITNESS WHEREOF, the parties have executed this agreement on the _____ day of ______ 20 __.

_______________________________

[Signature & Name]

_______________________________

[Signature & Name]