California Equine Retirement Foundation (CERF) kindly allows us to display this form. Thanks Grace!

Declaration of Gift and Indemnity Agreement

THIS DECLARATION OF GIFT AND INDEMNITY AGREEMENT (the "Agreement") dated as of _____________, 199__, is made by and between CALIFORNIA EQUINE RETIREMENT FOUNDATION, a California non-profit public benefit corporation ("CERF") and is based upon the following facts:

A. Donor is the owner of that certain horse described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Horse").

B. Donor hereby desires to give to CERF all of Donor's right, title and interest in and to the Horse.

C. As a condition to accepting the Horse, CERF has requested that Donor indemnify it against actual losses CERF may suffer due to the initiation of legal proceedings brought against Donor and/or CERF arising from Donor's former ownership of the Horse.

In consideration of the mutual promises set forth in this Agreement, and for good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Gift of Horse: Donor hereby transfers, conveys and assigns all of Donor's right, title and interest in and to the Horse, and based upon the terms and conditions contained herein, CERF hereby accepts the Horse.

2. Registration Papers: Donor hereby agrees to endorse and/or deliver within five (5) days from the date hereof, any and all documents necessary and appropriate so that the registration papers for the Horse can be transferred into CERF's name or into the name of any subsequent transferee of the Horse, as CERF shall direct.

3. Representation of Donor: Donor hereby represents and warrants to CERF that:

i. Donor owns full, exclusive and irrevocable right, title and interest in and to the Horse;

ii. that no liens encumber title to the Horse;

iii. that no other person, corporation, partnership or other entity has any right, title, claim or interest in, against or to the Horse; and

iv. Donor agrees not to do any acts which would adversely affect or interfere with CERF's activities with respect to the Horse or otherwise.

4. Indemnification: Donor hereby agrees to indemnify, defend and hold harmless CERF, its owners, board of directors, employees and agents, from and against any and all losses, damages, deficiencies, claims, demands, suits, actions, liabilities, proceedings, judgements and expenses (including reasonable attorneys' fees), and amounts paid or to be paid in settlement, reasonably incurred or suffered by CERF, its owners, board of directors, employees and agents, in connection with or arising out of:

i. a breach of any agreement and/or representation of Donor contained in this Agreement;

ii. any suit, action or other proceeding brought by a third party for acts of Donor prior to the date of transfer of the Horse to CERF involving any transactions, either directly or indirectly, relating to the Horse; or

iii. any suit, action or other proceeding brought by a third party for any damages arising from the use, activities or other transactions in which the Horse may have been involved, either directly or indirectly, prior to the date of transfer herein.

5. Right of Defense: Donor hereby agrees at CERF's option to defend CERF in any such matters arising under paragraph 4 above, or CERF may maintain its own counsel, in which case Donor shall reimburse CERF for such reasonable fees and costs.

6. Notice of Claim: Should any claim be made in which CERF is entitled to indemnification (a "Claim"), CERF shall, within twenty (20) days of receipt of such Claim, give written notice thereof to Donor.

7. Notices: All notices required or permitted hereunder shall be in writing and shall be delivered in person, via fascsimili or other written telecommunication, or sent by certified mail, return receipt requested, postage prepaid to the addresses of CERF and Donor set forth by their respective signatures below. Each party may change such address by written notice as provided herein.

8. Governing Law: This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of the State of California.

9. Attorney's Fees: In the event of any dispute or litigation arising out of or relating to the meaning, interpretation or breach of this Agreement or compliance or noncompliance with the terms of this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party reasonable attorneys' fees and costs.

10. Successors and Assigns: This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, executors, personal and legal representatives, successors and assigns of the parties hereto.

11. Amendment: No amendment to this Agreement shall be effective unless such amendment is in writing and signed by each of the parties to this Agreement.

12. Counterparts: This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes.

13. Entire Agreement: This Agreement and the Declaration constitute the entire understanding and agreement of the parties with respect to the subject matter hereof, and any and all prior agreements, understandings or representations are hereby terminated and cancelled in their entirety and are of no further force or effect.

"CERF"
CALIFORNIA EQUINE RETIREMENT FOUNDATION,
a California non-profit corporation

By: ________________________________________
Grace Belcuore, President
street address
P.O. Box xx
Temecula, CA 92590

"DONOR"

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