LEGAL AGREEMENT FOR LIABILITY AND INDEMNIFICATION This Liability and Indemnification Agreement (the “Agreement”) is made and entered into as of this [Date] (the “Effective Date”), by and between GreatValue.LLC, a [State of Formation] limited liability company, with its principal place of business at [Company Address] (hereinafter referred to as the “Company”), and the undersigned party (hereinafter referred to as the “Indemnifying Party”). RECITALS WHEREAS, the Company engages in [brief description of business operations], and WHEREAS, the Indemnifying Party desires to protect and indemnify the Company against potential legal claims, liabilities, losses, damages, and expenses that may arise in connection with the Company's business operations, NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. INDEMNIFICATION 1.1. General Indemnification. The Indemnifying Party agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, “Claims”) arising out of or in any way related to (a) the Indemnifying Party’s actions or omissions, (b) any breach by the Indemnifying Party of any provision of this Agreement, or (c) any third-party claims related to the Indemnifying Party’s conduct or performance. 1.2. Exceptions to Indemnification. The indemnification obligations of the Indemnifying Party under this Agreement shall not apply to Claims arising out of the gross negligence or willful misconduct of the Company. 2. NOTICE OF CLAIM 2.1. Notification. The Company shall promptly notify the Indemnifying Party in writing of any Claim for which indemnification is sought under this Agreement. Failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such delay. 2.2. Defense of Claims. Upon receipt of notice of a Claim, the Indemnifying Party shall have the right to assume the defense of such Claim, including the right to select legal counsel, subject to the approval of the Company, which shall not be unreasonably withheld. The Company shall cooperate with the Indemnifying Party in the defense of the Claim and shall provide reasonable access to relevant information and witnesses. 3. SETTLEMENTS 3.1. Settlement Approval. The Indemnifying Party shall not settle any Claim without the prior written consent of the Company, which shall not be unreasonably withheld. The Company may, at its own expense, participate in the defense of any Claim. 4. LIMITATION OF LIABILITY 4.1. Limitation. The total liability of the Indemnifying Party for indemnification obligations under this Agreement shall not exceed [Specify Limit, e.g., the total amount of insurance coverage maintained by the Company]. 5. TERMINATION 5.1. Survival. The indemnification obligations of the Indemnifying Party under this Agreement shall survive the termination or expiration of this Agreement. 6. MISCELLANEOUS 6.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles. 6.2. Dispute Resolution. Any disputes arising under this Agreement shall be resolved through [Specify Method, e.g., binding arbitration in the State of [State]]. 6.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. 6.4. Amendments. This Agreement may be amended only by a written instrument signed by both parties. 6.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 6.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Liability and Indemnification Agreement as of the Effective Date. GreatValue.LLC By: __________________________ Name: [Authorized Representative] Title: [Title] Date: [Date] Indemnifying Party By: __________________________ Name: [Indemnifying Party Name] Title: [Title, if applicable] Date: [Date]