The indemnitor will receive or has received payments under a valid and recoverable insurance policy or a valid and enforceable indemnification clause, law or agreement, unless payment under the insurance policy, clause, settlement or agreement is not sufficient to fully indemnify the beneficiary of the compensation, in which case the compensation provider is responsible for any defect received. is; or representations and warranties. Both parties declare that they have the full right to enter into this Agreement. The performance and obligations of either party does not violate or violate the rights of any third party or violate any other agreement between the parties, individually and any other person, entity or company, or any government law or regulation. Termination. This Agreement may be terminated at any time by either party upon written notice to the other party. Expression. This Agreement shall be effective on the effective date set forth above and shall last until ____ in the event of a civil action in which the Indemnifier has failed to act in good faith and/or reasonably; Waiver. The failure of either party to exercise any right, authority or privilege under the terms of this Agreement shall not be construed as a waiver of any subsequent or future exercise of such right, power or privilege or as the exercise of any other right, power or privilege. Legal and binding agreement. This Agreement is legally valid and binding between the parties as set forth above. This agreement can be concluded both in the United States and throughout Europe and is legally binding and binding. The Parties each declare that they have the power to enter into this Agreement.

Compensation. The Indemnification Provider agrees to indemnify and hold harmless the Indemnitor, its respective affiliates, officers, agents, employees and successors and assigns from and against all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable attorneys` fees and costs of any kind or amount arising out of the Activity. Exceptions to the exemption. The Compensation Supervisor is not required to indemnify the Indemnitor for all expenses, judgments, fines, settlements and other obligations arising from the Claimant`s participation in the Activity: IN RETURN and as a condition of the conclusion of this Agreement by the Indemnitor and the Indemnitor and any other valuable consideration, the receipt and sufficiency of which deserve to be acknowledged, The person entitled to compensation and the person entitled to compensation agree as follows: Consent to settlement. The person entitled to compensation may not settle any claim or action without the prior written consent of the person entitled to compensation. Cooperation. The Indemnitor agrees to cooperate fully with the Indemnity Provider to defend against any claim or action against it for which the Indemnitor wishes to be indemnified, including, but not limited to, providing all available information relating to the Indemnitor`s claim or action, by responding to the Indemnifier`s reasonable requests for information, documentation and the like. and so on. the indemnitor undertakes to act in good faith and to do his best to ensure that the person liable for compensation is effectively and properly incurred for all expenses, judgments, fines, settlements and other amounts actually and properly incurred in the defence of claims or actions arising from the participation of the person entitled to compensation in the activity, is compensated and reimbursed.

Confidentiality. Under this Agreement, it may be necessary for the Indemnifier to share protected information, including trade secrets, industry knowledge and other confidential information, with the Indemnifier so that the Indemnifier can compensate the Indemnifier. The person entitled to compensation will not disclose this protected information at any time. The person liable for compensation shall not at any time use any of this protected information for the personal benefit of the person liable for the compensation. This section shall remain in full force and effect even after the termination of the Agreement by its natural termination or early termination by either party. If the plaintiff seeks to protect against personal liability, claims, suits, suits, suits, losses or damages that may result from the indemnity holder`s participation in the activity. If the Compensation Supervisor attempts to minimize the hardship that the Indemnitor may experience as a result of any personal liability, claim, suit, suit, loss or damage that may result from the compensation recipient`s participation in the activity. Compensated activity. The Indemnitor seeks protection from the following indemnification activity (the „Activity“): A claim or proceeding has been brought in whole or in part by the Indemnitor, alone or with one or more other claimants, unless the claim or proceeding has the written consent of the Indemnitor. Notification of complaint. In the event of a claim or claim, the Indemnifier shall promptly provide the Indemnified Party with written notice of the claim or claim and notify the Indemnifier of any legal action relating to the claim or action within five (5) days of receipt of notice of such proceeding by the Beneficiary.

The person who is entitled to compensation must provide the person liable for compensation with all known information at his or her disposal in respect of the claim or claim. . . .