HOLD HARMLESS AGREEMENT

This Hold Harmless Agreement (“Agreement”) is being made and entered into on this ___ day of
__________, 20__ by and between ___________________________________, located at
_____________________________________________________________________________________
(“Indemnitor”) and ___________________________________________, located at
_____________________________________________________________________________________
(“Indemnittee”).

WHEREAS, Indemnitee seeks protection against any personal liability, claim, action, suit, loss, or
damage that may result from the Indemnitee’s participation in the below-described Activity/Activities.

WHEREAS, Indemnifier sees to minimize any hardship Indemnitee may suffer as the result of any
personal liability, claim, action, suit, loss, or damage that might result from the Indemnitee’s participation
in the below-described Activity/Activities.

IN CONSIDERATION THEREOF, and a condition of Indemnifier and Indemnitee entering into this
Agreement and of other valuable consideration, such receipt and sufficiency of which are hereby
acknowledged, the Parties to this Agreement hereby acquiesce as follows:

HOLD HARMLESS. Indemnitee seeks to be protected from the below-defined Activity/Activities

_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________

Indemnifier hereby agrees to indemnify and hold harmless Indemnitee, its respective subsidiaries or other
affiliates, officers, agents, or employees, or permitted successors and assigns against any and all from any
and all claims, including but not limited to, liability, demands, and causes of action of any kind arising
from or related to any loss, damage, punitive damages, reasonable legal fees and costs of whatsoever,
which result from the above-referenced Activity.
Further, Indemnitee wholly agrees to cooperate with Indemnifier in defense of any such claim or legal
action against it, which Indemnitee seeks to be Indemnified for. Indemnifier agrees to use its best efforts
and act in good faith to ensure Indemnitee is indemnified and reimbursed to all expenses including but not
limited to fines, judgments, settlements, and any other amounts actually and reasonably acquired in
relation with the defense of any claim or legal action resulting from Indemnitee’s participation in such
Activity.

EXCEPTIONS. Indemnifier shall not be required to indemnify Indemnitee for any judgments, fines,
expenses, settlements, and other obligations incurred as a result of the Indemnitee’s participation in the
Activity/Activities:
_____________________________________________________________________________________
____________________________________________________________________________________

TERMINATION. This Hold Harmless Agreement may be terminated at any time either by either Party
by written notice to the other respective Party.

REPRESENTATIONS AND WARRANTIES. Both Parties understand and represent that they are
completely authorized to enter into this Agreement. The performance and obligations of either the Parties
will not infringe upon or violate the rights of any third-party or infringe or violate any other agreement
between the Parties, individually, organization, business, any other person, or any law or governmental
regulation.

SEVERABILITY. If any term or provision of this Hold Harmless Agreement is found invalid,
unenforceable, or illegal in any jurisdiction, such shall not affect any other term or clause of this
Agreement nor invalidate or deem unenforceable, such term or clause in any other jurisdiction.

WAIVER. No waiver by either Party of any of the clauses hereof shall be effective unless explicitly
provided in writing and signed by the Party so waiving. No waiver by either Party shall operate or be
construed as a waiver in relation to any failure, default, or breach not expressly identified by written
waiver, either or similar or different character, and whether such occurs before or after such waiver. No
failure to exercise, or delay to any right, power, privilege, or remedy arising from this Hold Harmless
Agreement shall operate or be considered as a waiver. Neither shall a single or any partial exercise of any
such right, remedy, power, or privilege preclude any other exercise of right, remedy, power, or privilege.

AMENDMENTS. This Hold Harmless Agreement may only be amended or terminated in writing agreed
to and signed by both the Indemnifier and the Indemnitee.
LEGAL FEES. Shall a dispute between the parties result in legal action, the successful Party shall hold
the right to recover its incurred legal fees, including but not limited to, any reasonable costs, and
attorneys’ fees.

LEGAL AND BINDING AGREEMENT. This Agreement sets aside all prior discussions and writings
and constitutes the entire Agreement between the parties concerning the subject matter hereof. This
Agreement is legally binding between the named Indemnifier and Indemnitee, as identified herein.

GOVERNING LAW. This Agreement will be governed by and constructed in accordance with the laws
of the State of _____________.

JURISDICTION. The courts of the State of ________________ are to have jurisdiction to settle and
decide any dispute or claim arising out of or concerning this Hold Harmless Agreement.

COUNTERPARTS. This Hold Harmless Agreement may be executed in counterparts, each of which
shall be considered an original, and all of which together shall be considered to be one and the same
Agreement. A signed copy of this Hold Harmless Agreement delivered by fax, email, or any other method
of electronic transmission shall be considered to have the same legal effect as delivery of an original
signed copy of this Hold Harmless Agreement.

ELECTRONIC SIGNATURES. This Hold Harmless Agreement and related documents entered into in
connection with this Agreement are signed when a Party’s signature is delivered electronically, and such
signatures shall be considered in all respects as bearing the same force and effect as original signatures.

HEADINGS. Headings are inserted for the convenience of each Party to this Agreement and shall not be
considered while interpreting this Agreement. Words displayed in the singular mean and include the
plural and vice versa. Words in the masculine gender encompass the feminine gender and vice versa.
Words presented in the neuter gender involve the feminine gender and masculine gender and vice versa.

ENTIRE AGREEMENT. This Agreement constitutes the sole and entire Agreement of the above-
named Parties regarding the subject matter contained in this Agreement. It further supersedes all prior and
contemporaneous understandings, agreements, representations, and warranties (written and oral),
concerning such subject matter.

IN WITNESS WHEREOF, the Indemnifier and Indemnitee hereto have duly executed and have caused
this Agreement duly to be executed and delivered as of the Effective Date.
______________________________________ ______________________________________

Indemnifier’s Signature Indemnitee’s Signature

_______________________________________ ______________________________________

Indemnifier’s Printed Name Indemnitee’s Printed Name