SAMPLE INDEMNIFICATION AGREEMENT

In exchange for ________________________________________________________________________ ______ and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees to indemnify and hold ________________________ (the “Company”) harmless from any claim, action, liability, or suit arising out of or in any way connected with the following: the operation by Unified Charities, Inc., and CarniProductions, Inc., of a charity-benefit carnival, including, but not limited to, the operation of amusement rides, food concessions, and fireworks displays on the Company’s property on February 14 and 15, 2009, including setup on February 13, 2009, and teardown on February 16, 2009.

In the event any claim reasonably believed by the Company to be subject to indemnification under this agreement is asserted against the Company, the Company will provide timely notice of such claim to the undersigned. The undersigned will thereafter, at its own expense, defend and protect the Company against such claim. Should the undersigned be unable or fail to so defend the Company, the Company shall have the right to defend or settle such claim, and the undersigned shall reimburse the Company for all settlements, judgments, fees, costs, expenses, and payments, including reasonable attorney’s fees, incurred by the Company in connection with the discharge of such claim.

This agreement shall be binding upon the parties, and upon their heirs, executors, personal representatives, administrators, and assigns.

IN WITNESS WHEREOF the parties have signed this agreement under seal on ___________________.