Indemnity Agreement

This Indemnity Agreement (this "Agreement") is entered into as of the electronic date listed and is between The Name Listed as Electronically Signed ("Indemnitor") and American CNG™, LLC ("Indemnitee"). Indemnitor and Indemnitee may collectively be referred to as the "Parties."

1. INDEMNIFICATION: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor hereby expressly agrees to indemnify, defend and hold harmless Indemnitee, its owners, members, successors or assigns against all suits, actions, claims, demands, losses, or damages of any kind that arise, directly or indirectly, from any sale, resale, lease or use of Compressed Natural Gas (CNG) Cylinder(s), Pressure Relief Device(s) (PRD), Mounting Brackets or any other item sold by American CNG™, LLC. Indemnitor, whether acting as a reseller, buyer or end user, declares that any item(s) purchased from American CNG™, LLC will be installed by a state or federally certified technician/company and said installer shall follow all local, state and federal rules, laws and guidelines, and any other applicable industry standards pertaining to Compressed Natural Gas use in vehicles or any other equipment. Furthermore, Indemnitor shall ensure that installer carries no less than one million dollars of general liability insurance. Indemnitor acknowledges that pressures in CNG cylinders can reach over 3,600 PSI and improper installation can cause serious property damage, bodily injury or death to themselves and/or others if installed or used incorrectly. INSTALLATION OF ANY ITEM PURCHASED FROM American CNG™, LLC MUST BE INSTALLED BY A STATE OR FEDERERALLY CERTIFIED CNG TECHNICIAN. INDEMNITOR, WHETHER ACTING AS A RESELLER, BUYER OR END USER ASSUMES ALL LIABILITY FOR ANY CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR PRODUCT LIABILITY, NEGLIGENCE, BREACH OF WARRANTY, BREACH OF IMPLIED WARRANTY) ARISING FROM THE USE OR MISUSE OF ANY PRODUCT SOLD BY American CNG™, LLC.

2. INDEMNIFICATION PROCEDURES:

  1. Notice. In the event that Indemnitee receives notice of any asserted or impeding claim where Indemnitee believes indemnification would be sought under this Agreement, Indemnitee shall promptly give written notice to Indemnitee of the claim.
  2. Defense. Upon receiving notice from Indemnitee, Indemnitor shall be obligated to indemnify and defend Indemnitee under this Agreement. Indemnitor shall be entitled to assume the defense of any such claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by Indemnitor, Indemnitor will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same claim; however, Indemnitee shall have the right to employ its own counsel in any such claim at its own expense. Indemnitor agrees that Indemnitee shall have the right to control and participate in the defense of any such demand, claim, suit or cause of action concerning the matters that relate to the Indemnitee, and that such suit will not be settled without Indemnitee's consent, such consent not to be unreasonably withheld.
  3. Duplication of Payments. Indemnitor shall not be liable under this Agreement if Indemnitee has otherwise actually received payment (e.g. under any insurance policy, etc.) of the amounts otherwise indemnifiable under this Agreement.

3. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

4. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

5. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Indemnifier and Indemnitee.

6. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.

7. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service. If this is required or necessary we will contact you for your mailing address for sending certified mail.

If to Indemnitee:
392 N Main Street,
Centerville, UT 84014

8. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

INDEMNITEE:

American CNG™, LLC
Sam Johnson
Managing Partner