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GENERAL INDEMNITY AGREEMENT
Short Form
THIS AGREEMENT is made by
the undersigned for the continuing benefit of (Surety Company),
as hereinafter mentioned in connection with any Bonds executed
on behalf of any one or more of the following persons, firms,
or corporations (including any other person or entity defined
as Principal herein):___________________________________________________.
DEFINITIONS
The following definitions
apply in this agreement:
Bond: Any surety bond, undertaking, or other express or implied
obligation of guaranty or suretyship executed or committed to
by Surety on, before or after this date, and any riders, endorsements,
extensions, continuations, renewals, substitutions, increases
or decreases in penal sum, reinstatements or replacements thereto.
Principal: The person(s) and entity(ies) set forth above, or any
one or combination thereof, or their successors in interest, whether
alone or in joint venture with others named herein or not named
herein, and any person or entity that directly or indirectly,
through one or more intermediaries, controls or is controlled
by, or is under common control with any signature to this agreement.
Surety: (Surety Company), its reinsures, and any other person
or entity which it may procure to act as surety or co-surety on
any Bond or any other person or entity who executes any Bond at
its request.
INDEMNITY
The undersigned:
A. Agree to indemnify, keep indemnified, and save harmless Surety
from and against any and all demands, liabilities, costs, penalties,
obligations, interest, damages and expenses of whatever nature
or kind, including fees of attorneys (including both outside and
in-house attorneys' fees) and all other expenses, including but
not limited to costs and fees incurred in investigation of claims
or potential claims, adjustment of claims, procuring or attempting
to procure the discharge of such Bonds, or attempting to recover
losses or expenses from the undersigned or third parties, whether
Surety shall have paid out any such sums or any part thereof or
not; and
B. Agree to pay Surety all premiums on Bonds issued by Surety
on behalf of the Principal, in accordance with Surety's rates
in effect when each payment is due. Premiums on contract bonds
are based on the contract price, without reference to the penal
sum of the Bond, and shall be adjusted due to changes in the total
contract price. On any Bond where Surety charges an annual premium,
such annual premium shall be due upon execution of the Bond and
upon the renewal or anniversary date of such Bond until satisfactory
evidence of termination of Surety's liability as a matter of law
under said Bond is furnished to Surety; and
C. Agree that in furtherance of such indemnity:
1) In any claim or suit hereunder and in any and all matters arising
between the undersigned and Surety, an itemized statement of the
aforesaid loss and expense, sworn to by a representative of Surety,
or the vouchers or other evidence of disbursement by Surety, shall
be prima facie evidence of the fact and extent of the liability
hereunder of the undersigned.
2) Surety shall have the right to reimbursement of its expenses,
premiums, interest, and attorneys' fees hereunder, irrespective
of whether any Bond loss payment has been made by Surety.
3) In any suit between any of the undersigned and Surety under
this agreement or otherwise, Surety may recover its further expenses
and attorneys' fees incurred in such suit or in collecting any
judgment obtained against any of the undersigned.
GENERAL PROVISIONS
A. If a claim or demand
for performance of any obligation under any Bond is made against
Surety, the undersigned shall immediately upon demand deposit
with Surety United States legal currency, as collateral security,
in an amount equal to the reserves posted by Surety with respect
to such claim(s) or potential claim(s) and any expense or attorneys'
fees. Specific performance of this paragraph shall be a remedy
available to Surety.
B. The obligations of the undersigned hereunder are joint and
several. Repeated actions on this instrument, as breaches thereof
may occur, may be maintained by Surety without any former action
operating as a bar to any subsequent action brought on this instrument
for breaches hereunder. Release of any one or more of the undersigned
shall not release the others. No action or inaction of Surety
with respect to anyone other than the undersigned shall relieve
the undersigned of any duties hereunder. The undersigned shall
not be released from liability hereunder because of the status,
condition, or situation of any other signator to this agreement
or any person or entity defined as Principal herein.
C. If the execution hereof by any of the undersigned may be defective
or invalid for any reason, such defect or invalidity shall not
affect the validity hereof as to any other of the undersigned.
Invalidity of any provisions hereof by reason of the law of any
state or for any other reason shall not render the other provisions
hereof invalid.
D. Undersigned waive any defense that this instrument was executed
subsequent to the date of any Bond, admitting and covenanting
that such Bond was executed pursuant to the undersigned's’
request and in reliance on the undersigned's' promise to execute
this instrument.
E. Undersigned agree that they have a duty to review all Bonds
executed by Surety for errors and omissions prior to delivery
of the Bond to the oblige, and hereby waive any claim they may
have, if any, against Surety arising out of any such error or
omission.
F. Surety shall have the right in its sole discretion to decide
whether any claims shall be paid, compromised, defended, prosecuted
or appealed, regardless of whether or not suit is actually filed
or commenced against Surety upon such claim. Absent fraudulent
intent on the part of Surety, the undersigned agree to be conclusively
bound by Surety's determination.
G. Surety may decline to execute any Bond for any reason and shall
not be liable to the undersigned, or any other person or entity
(other than an obligee on a bid or proposal bond) where Surety
declines executing any bond, including a final bond for an awarded
contract upon award of that contract, and the undersigned shall
nevertheless be obligated to indemnify Surety with respect to
the bid or proposal bond.
H. The undersigned may terminate liability to Surety hereunder
ONLY by sending written notice of intent to terminate to (Surety Company), at its home office, (Address of Surety Company Home Office),
Termination will be in effective thirty days after actual receipt
of such notice by Surety, but only for Bonds signed or committed
to by Surety after the effective date. The undersigned may not
terminate liability as to Bonds signed or committed to by Surety
prior to the termination date.
I. I agree a facsimile copy of this agreement shall be considered
an original and shall be admissible in a court of law to the same
extent as an original agreement.
Space here for
signature, witness, notary, etc. of all company owners, officers
and indemnitors including spouses
Specimen For
Information Only
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