Chapter 12 - EXHIBIT 12A • SAMPLE GENERAL INDEMNITY AGREEMENT

• Jurisdiction: Colorado

EXHIBIT 12A • SAMPLE GENERAL INDEMNITY AGREEMENT

This General Indemnity Agreement ("Agreement"), is entered into this ___ day of __________, 20___ and executed by the Undersigned for the purpose of indemnifying SAMPLE SURETY INSURANCE COMPANY ("Surety"), in connection with any Bonds written on behalf of SAMPLE CONSTRUCTION COMPANY, herein referred to as "Principal":

1.0 DEFINITIONS - The following definitions apply in this Agreement:

1.1 Bond - Any contractual obligation undertaken by Surety for Principal, before or after the date of this Agreement and any renewal or extension of said obligation.
1.2 Principal - The person(s) or entity(ies) set forth above or any one of them or any combination thereof, or their successors in interest, whether alone or in joint venture or partnership with others named herein or not.
1.3 Surety - SAMPLE SURETY INSURANCE COMPANY, its affiliates, subsidiaries or reinsurers, and any other person(s) or entity(ies) which Surety may procure to act as a Surety or as a Co-Surety on any Bond, or any other person or entity who executes a Bond at the request of Surety.
1.4 Contract - Any agreement of Principal, including that which is bonded by Surety.

2.0 INDEMNITY - In consideration of the execution and delivery by Surety of a Bond or any Bonds on behalf of Principal, the Undersigned, jointly and severally agree:

2.1 To indemnify, keep indemnified, and hold Surety harmless from and against any and all demands, liabilities, losses, costs, damages, and expense of whatever kind or nature, including, but not limited to, court costs, attorneys' fees, and interest, which Surety may sustain or incur by reason of, or in consequence of: (a) having executed or procured the execution of any Bond or Bonds on behalf of Principal or any Undersigned; (b) the failure of the Undersigned to perform or comply with this agreement; (c) enforcing any of the covenants or conditions of this agreement; or (d) monies which may have been advanced or loaned by Surety in accordance with Section 4.4 of this Agreement and all interest and other expense related thereto.
2.2 That the obligation of the Undersigned to indemnify, keep indemnified, and hold Surety harmless under this agreement shall include, but is not limited to: (a) sums paid or liability and loss incurred by Surety in settlement of claims; (b) procuring or attempting to procure the release of Surety from liability under any Bond; (c) loss and expenses paid or incurred by Surety in connection with demands, claims, suits, awards, or judgments against such Bonds; (d) premiums and expenses paid by Surety to bond-over or otherwise satisfy potential liability for liens or other encumbrances against bonded contracts; and (e) attorneys' fees and all expenses related to any items denominated herein, including but not limited to in-house attorneys' fees and costs and expenses incurred for investigation, skip-tracing, accounting services, construction consulting services, engineering services, and claims adjustment.
2.3 That the liability of the Undersigned shall include all amounts paid by Surety in good faith under the belief that: (a) Principal was in default as hereinafter described in paragraph 3.0 hereof; (b) Surety was or might be liable therefor; or (c) such payments were necessary or advisable to protect any of Surety's rights or to avoid or lessen Surety's liability or alleged liability.
2.4 That Surety shall have the exclusive right, for itself and for the Undersigned, to determine whether any claim, demand, suit, lien, or judgment shall, on the basis of liability, expediency, or otherwise, be paid, settled, defended, or appealed. Surety's determination shall be final, conclusive, and binding upon the Undersigned. If the Undersigned desire that Surety litigate or otherwise dispute such claim or demand, or defend such lien, or defend such suit, or appeal from such judgment, the Undersigned shall deposit with Surety, at the time of such request, cash or collateral satisfactory to Surety in kind and amount to be used in repaying any judgment or judgments rendered or which might be rendered against Surety, together with interest, costs, and attorneys' fees.
2.5 That Surety shall have the right to incur costs and expense in the handling of a claim as it deems necessary and shall have the right to reimbursement of all costs and expenses, including but not limited to investigative, accounting, engineering, professional, forensic consultants, and attorneys' fees and expenses, including in-house attorneys' fees, irrespective of whether any Bond loss payment has been made by Surety. Surety is entitled to recover the aforesaid loss, cost, and expense in conjunction with any suit to enforce the terms of this agreement.
2.6 That in any suit or claim hereunder, an itemized statement of the aforesaid

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