THIS INDEMNITY AGREEMENT (the “Agreement” or this “Indemnity Agreement”), is made and entered into as of this 28th February, 2019, by and between(the “Indemnifying Party”), with a registered address at and MedoBay, with a registered address at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (the “Indemnified Party”).

  1. The Indemnifying Party wishes to use the referral services of the Indemnified Party, and
  2. As a condition of such, the Indemnified Party wishes to be indemnified and held harmless, as more fully set forth in this Indemnity Agreement below.

In consideration of foregoing, and of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

  1. The Indemnifying Party agrees to indemnify and save the Indemnified Party, its employees, agents and contractors, harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses) arising out of (i) the acts or omissions of Indemnifying Party, its employees, agents and contractors, in connection with its referral services; or (ii) any accident, injury or death to persons, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of the referral service except to the extent that such damage is due solely and directly to the negligence of the Indemnified Party.
  2. The Indemnifying Party shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing.
  3. The obligations of the Indemnifying Party under this Indemnity Agreement shall last in perpetuity.
  4. Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Indemnity Agreement to be duly executed, delivered and effective as of the date of the last party to sign below.