Startup Indemnification Agreement

This Indemnification Agreement (“Agreement”) is entered into on this day of [Date] by and between the Indemnifying party, [Indemnifying Party's Name] and the Indemnified party, [Indemnified Party's Name] (collectively, “Parties”).

1. Agreement

The parties involved in this agreement, with the intent to be legally obligated, in accordance to the mutual terms stated in this agreement and due to the suitable and accepted considerations, acknowledge and consent to the following terms.

2. Indemnification

The Company agrees to indemnify and hold harmless the Indemnifying Party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

• Any breach of this Agreement by the Company.

• Any negligent or intentional act or omission by the Company or its agents.

• Any violation of applicable laws or regulations by the Company.

3. Procedure

In the event that the Indemnifying Party seeks indemnification under this Agreement, the Indemnifying Party shall promptly notify the Company in writing of any claim, demand, action, or proceeding for which indemnification is sought. The Company shall have the right to assume the defense of any such claim at its own expense, with counsel chosen by the Company, provided that the Indemnifying Party shall have the right to participate in such defense at its own expense.

4. Limitations

This Agreement shall not obligate the Indemnifying Party to provide indemnification in the event that the damage or loss is found to have resulted from the gross negligence or intentional misconduct of the Indemnified Party.

5. Termination

This Agreement shall remain in effect until terminated by either party by providing written notice of termination to the other party, such termination to take effect immediately upon delivery of the written notice.

6. Governing Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of [Your State].

7. Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other negotiations, conversations, or discussions between the Parties relating to the agreement’s subject matter.

By their execution, the Parties indicated that they have read and understand this Agreement, and that they are fully aware of its legal effect.

Signatures:

INDEMNIFYING PARTY:

[Indemnifying Party Name]

[Date]

INDEMNIFIED PARTY:

[Indemnified Party Name]

[Date]

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