LEGAL CONTRACT INDEMNITY AGREEMENT

I. THE PARTIES

This Indemnity Agreement (this "Agreement") is made as of [Month Day, year] (the "Effective Date"), by and between [Your Company Name] a company organized and existing under the laws of [State/Country Name], with its principal place of business at [Your Company Address] hereinafter referred to as (the "Indemnitor"), and [Second Party Name], a company organized and existing under the laws of [State/Country Name], with its principal place of business at [Second Party Address] hereinafter referred to as (the "Indemnitee") collectively referred to as (the "Parties").

II. INDEMNIFICATION

A. Obligation to Indemnify

1. The Indemnitor shall indemnify, hold harmless, and defend the Indemnitee from and against all claims, losses, costs, damages, liabilities, judgments, or expenses, including reasonable attorney’s fees.

2. These claims may arise directly or indirectly, in whole or in part, out of the acts, errors, or omissions of the Indemnitor, its officers, employees, or agents.

3. The acts, errors, or omissions must be in the performance of the Indemnitor’s obligations under this Agreement.

B. Exceptions

1. The Indemnitor is not obligated to indemnify the Indemnitee for any claims, losses, costs, damages, liabilities, judgments, or expenses which are the direct result of the sole negligence or misconduct of the Indemnitee.

2. The negligence or misconduct of the Indemnitee must be proven with clear and convincing evidence.

III. NOTIFICATION AND DEFENSE OF CLAIM

A. Notification of Claim

1. Upon becoming aware of any claim or legal proceeding for which the Indemnitor is required to indemnify the Indemnitee under this Agreement, the Indemnitee shall promptly notify the Indemnitor.

2. The notification should include all relevant details of the claim or legal proceeding that the Indemnitee is aware of at the time of the notification.

3. The Indemnitee’s failure to provide prompt notification shall not relieve the Indemnitor of its indemnification obligations under this Agreement, except to the extent that the Indemnitor can demonstrate that its defense or settlement of the claim or legal proceeding was adversely affected by the Indemnitee’s delay.

B. Defense and Settlement of Claim

1. Upon receipt of the notification from the Indemnitee, the Indemnitor shall have the right, but not the obligation, to control and direct the investigation, defense, and settlement of the claim or legal proceeding.

2. If the Indemnitor chooses to exercise this right, it shall do so at its own cost and expense.

3. The Indemnitor shall keep the Indemnitee informed of all material developments and events relating to the claim or legal proceeding, and shall consider in good faith the recommendations and suggestions of the Indemnitee.

4. If the Indemnitor chooses not to exercise this right, the Indemnitee may defend the claim or legal proceeding at the Indemnitor’s cost and expense.

IV. TERM AND TERMINATION

A. Term

1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of the obligations hereunder.

2. The duration of this Agreement is intended to provide sufficient time for the Indemnitor to fulfill its obligations and for the Indemnitee to receive the intended benefits.

B. Termination for Convenience

1. Either Party may terminate this Agreement at any time, with or without cause, upon providing written notice to the other Party.

2. The notice period allows the other Party to make necessary arrangements to mitigate the impact of the termination.

C. Termination for Cause

1. Either Party may terminate this Agreement if the other Party breaches any of its obligations under this Agreement and fails to cure such breach within a specified period after receiving written notice of the breach.

2. The termination for cause provision is intended to protect the Parties against the failure of the other Party to fulfill its contractual obligations.

D. Effect of Termination

1. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement will cease, except for those rights and obligations that by their nature should survive the termination of this Agreement.

2. The Parties may agree on specific post-termination obligations, such as the return of confidential information, in a separate termination agreement.

V. SEVERABILITY

A. Invalid Provisions

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law.

B. Effect on the Agreement

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

C. Replacement of Severed Provisions

If a provision is determined to be unenforceable and cannot be modified to be enforceable, the Parties agree to negotiate in good faith to replace the unenforceable provision with a provision that is enforceable and approximates the intent and economic effect of the unenforceable provision.

D. Continuation of Obligations

The Parties agree that if a provision of this Agreement is held to be invalid or unenforceable, it will not affect the balance of the Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

VI. SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Indemnity Agreement as of the Effective Date.

[Signature]

[Authorized Representative Name]

[Your Company Name]

Indemnitor

Date: [Month Day, Year]

[Signature]

[Second Party Name]

Indemnitee

Date: [Month Day, Year]

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