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b. Expenses refers to all costs incurred in the defense of any claim brought against
the Indemnitee.
c. Parties refers to both the Indemnitee and the Indemnifier.
d. Party refers to either the Indemnitee or the Indemnifier.
e. Third Party refers to any person other than the Indemnitee and the Indemnifier.
Indemnification
2. The Indemnifier will hold harmless and indemnify the Indemnitee against any and all
claims resulting from the participation in the Activity, including but not limiting to,
Expenses, settlements, fines, and other amounts actually incurred in relation with any
liability or damage resulting from the participation in the Activity; subject to the limits on
indemnification described in the proceeding section titled Exceptions to Indemnification.
Where prohibited by law, the previously mentioned indemnification does not include
indemnification of the Indemnitee against any claims caused by the negligence or
otherwise fault of the Indemnitee, its employee, or other third party under control and/or
supervision of the Indemnitee.
Exceptions to Indemnification
3. The Indemnitee will not be entitled to indemnification from the Indemnifier for any
Expenses, settlements, fines, and other amounts actually incurred in relation with any
liability or damage resulting from the participation in the Activity if:
a. in the case of a civil claim, the Indemnitee did not act in a reasonable manner;
b. the claim is that of a criminal nature;
c. the actions of the the Indemnitee proved willful misconduct or knowingly
fraudulent and/or deliberately dishonest
Insurance
4. The Indemnifier must acquire and maintain insurance coverage with an insurer
reasonably acceptable to the Indemnitee on terms which are reasonable to indemnify the
participation in the Activity.
5. If the Indemnifier fails to acquire and maintain suitable liability insurance, the
Indemnitee may then take out insurance and charge all costs to the Indemnifier.
IN WITNESS WHEREOF the Indemnitee and the Indemnifier have attached their signatures
and seal on this 27th day of October, 2015.
Company (Indemnitee)
Per: ___________________________ (Seal)
_______________________________
Client (Indemnifier)