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INDEMNITY AGREEMENT

For the sum of $1.00 and other good and sufficient consideration, the receipt of which is hereby expressly acknowledged,

____________________________________________, the first party and

____________________________________________, the second party, on behalf of themselves, their heirs, assigns and successors, jointly and severally enter into this Indemnity Agreement to hold each other harmless form any suit, liability, claim, action or loss arising out of the below described incident:

WHEREFORE, it is further agreed that:

The first party shall have the following rights and the second party shall have the following duties:

The right to be adequately and reasonably defended by the second party should any claim arise regarding the before mentioned subject matter;

The right to defend his/herself should the second party fail to provide an adequate and reasonable defense and the right to seek compensation for the same from the second party;

The right to settle any action, suit, or claim, should the second party fail to defend the first party, and;

The right to bring an action or suit to seek recompensation for all reasonable attorney's and expenses required to enforce this agreement;

WHEREAS, the second party shall have the following rights and the first party shall have the following duties:

The right to timely and reasonable notice of any suit, liability, claim, action or loss asserted against the first party;

The right to reasonable cooperation in defense of said suit, liability, claim, action or loss on the part of the first party;

The right to settle any suit, liability, claim, action or loss so long as the settlement does not leave the first party exposed for any damage, claim, loss, or suit.

SO AGREED, to this ___ day of _________, 20 .

____________________________ First Party

___________________________ Second Party

copyright 1995, GAMA, Inc.

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