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Contents

  1. Indemnification
    1. //ALTERNATIVE// Mutual Indemnification
  2. Indemnifiable Proceedign
    1. Exclusions
  3. Indemnifiable Losses
    1. Losses
    2. Litigation Expenses
    3. Minimum Indemnifiable Losses
    4. Maximum Indemnifiable Losses
    5. Exlcusions
  4. Notice
  5. Defense
  6. Authority to Contest, Pay, or Settle
    1. //ALTERNATIVE// Mutual Authority to Contest, Pay, or Settle
  7. Exclusive Remedy
    1. //ALTERNATIVE// Non-Exclusive Remedy

Indemnification

Party A shall indemnify Party B against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

//ALTERNATIVE// Mutual Indemnification

Each party (as Indemnitor) shall indemnify the other party (as Indemnitee) against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Indemnifiable Proceedign

Indemnifiable Proceeding means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding arising out of this agreement and relating to .

Exclusions

Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnifiable Losses

"Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

Losses

Losses means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

Litigation Expenses

Litigation Expenses means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys' and other professionals' fees and disbursements.

Minimum Indemnifiable Losses

Party A will not indemnify Party B against Indemnifiable Losses that are less than .

Maximum Indemnifiable Losses

Party A will not indemnify Party B against Indemnifiable Losses that are more than .

Exlcusions

Party A will not indemnify Party B against Indemnifiable Losses to the extent Party B acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Notice

Before bringing a claim for indemnification Party B shall promptly notify Party B of the Indemnifiable Proceeding and deliver to Party A all legal pleadings and documents necessary to defend the Indemnifiable Proceeding. If Party B Fails to notify Party A of the Indemnifiable Proceeding Party A will be relieved of its indemnification obligations to the extent Party A was prejudiced by Party B's failure.

Defense

In addition to indemnifying Party B against all Indemnifiable Losses Party A shall defend Party B against the Indemnifiable Proceeding. Party A shall reimburse Party B for any reasonable Litigation Expenses incurred by Party B in connection with the Indemnifiable Proceedings before Party A assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by Party B's failure to promptly notify Party A of the Indemnifiable Proceeding.

Authority to Contest, Pay, or Settle

Party A may contest, pay, or settle the Indemnifiable Proceeding without obtaining Party B's consent only if Party A's decision (1) does not require Party B to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against Party B, (3) provides that the claimant's monetary damages are paid in full by Party A, and (4) requires claimant release Party B from all liability under the Indemnifiable Proceeding.

//ALTERNATIVE// Mutual Authority to Contest, Pay, or Settle

Party A must obtain Party B's consent before and decision to contest, pay, or settle the Indemnifiable Proceeding.

Exclusive Remedy

Party B's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.

//ALTERNATIVE// Non-Exclusive Remedy

Party B's right to indemnification is in addition to any other remedies available to Party B.