HOLD HARMLESS AND INDEMNITY AGREEMENT

    THIS AGREEMENT (the "Agreement") is made and entered into this _____ day of ______________, 2006, by and between (" USA") and __________________________ which reference to the following recitals of fact:
RECITALS
    A.    is in the business of repairing, selling parts and training videos flexible endoscope equipment on behalf of _______________
    B.    ______________________________ utilizes the endoscope parts, video training tapes and equipment for endoscopic procedures on patients.
    C.    ______________________________ desires to engage as an independent contractor to provide repair services to its endoscopic equipment, or providing parts and training videos and is willing to accept such engagement upon the terms and conditions set forth in this Agreement.

    NOW, THEREFORE, for an in consideration of the mutual covenants and conditions set forth in this Agreement, USA and _____________________________ agree as follows:
    1.    RECITALS:  The recitals set forth above are true and correct and shall form a part of this Agreement.

    2.    ENGAGEMENT OF USA:  _____________________________ engages to provide repair services to its flexible endoscope equipment.  agrees to provide such repair services, sell parts and training videos on a job by job request basis.

    3.    INDEMNIFICATION AND HOLD HARMLESS:  _____________________________ agrees to indemnify and hold harmless from and against any and all losses, injuries, damages, and liabilities to persons including, but not limited to, any special or consequential damages or personal injuries, resulting from or occasioned by repairs, sales of parts and training videos performed by to the flexible endoscope equipment.  In addition, _____________________________ shall defend any claim made against for negligence, product liability or any other cause of action whatsoever relevant to endoscopic equipment sold to, repaired by or any other commodity or tangible property related to the endoscopy business by .,

BUYER :                                                                                                            SELLER:
( Company Name ) __________________________________            
Address: _________________________________________                        

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