(SAMPLE) INDEMNITY AGREEMEN T or TRUST AGREEMENT INDEMNITY (TRUST) AGREEMENT, made this ________ day of _____________________, by and between all the parties who are now or may hereafter become members of the ___________________________________, acting by and through a Board of Trustees of their own selection.. WHEREAS, the undersigned persons, firms and corporations, (Members), have applied to the Missouri Division of Workers; Compensation, (Division), for authority to pool our liabilities pursuant to the terms of the Missouri Compensation Law and specifically as provide by Missouri Compiled Laws Chapter 287, and Section 8 CSR 50-3.010, Labor Regulations of Missouri, and, WHEREAS, the Members have organized and formed a fund pursuant to that Section, which fund shall be known as _____________________________________________ and, WHEREAS, the Members of Fund have designated _____________________________ ______________________________ (Trustee) (Trustee) _____________________________ _____________________________ (Trustee) (Trustee) _____________________________ ______________________________ (Trustee) (Trustee) _____________________________ (Trustee) as its first Board of Trustees to direct the affairs of the Fund and to pass on the admissibility of future members of the Fund until the Members select succeeding Trustees for the fund; and, WHEREAS, the Trustees have designated ____________________________________ as the initial Service Agent for the Fund; and 2000 (C) American LegalNet, Inc.>>>> 2 WHEREAS, the Division, upon petition of the group, has made its order approving the application, but upon the following conditions, to-wit: I. The group shall before being issued a certificate, post either a corporate surety bond or securities acceptable to the Division in the aggregate sum of $___________________ to secure performance of an awards which might be made against the Fund or any member thereof, and keep the bond or securities posted as long as maybe required by the Division. The Trustees shall from time to time be entitled to receive all interest accruing on any negotiable securities pasted, provided that the Fund is not in default in payment of compensation benefits or of any assessment levied by the Division. II. That the Members of the Fund execute a covenant or agreement whereby in addition to the collateral just above mentioned, the Fund and its Members will jointly and severally covenant to assume and discharge, by payment, any lawful awards entered by the Division against any Member of the group, which awards shall have been sustained by the courts where an appeal by either party is taken. III. That the Members of the Fund execute a covenant or agreement whereby the Fund and each Member thereof will jointly and severally covenant and agree to pay premiums and assessments, based upon appropriated classifications and rates, into a designated cash reserve fund out of which lawful and proper claims and awards are to be paid, and further, that the group will jointly and severally covenant and agree there will be not disbursements of this fund by way of dividends or distribution of accumulated reserves to the respective members, except at the direction of the Trustees after application to and approval by the Division. AND WHEREAS, the Members of the Fund, through their designated Trustees, have elected to comply with the conditions and become self-insurers, and to execute the other covenants required. page -2- 2000 (C) American LegalNet, Inc.>>>> 3 In consideration of the mutual covenants, promises and obligations herein contained, which are given to and accepted by each Member hereof to the other and to the Trustees, the parties to this Agreement agree as follows: (1) The Fund shall, as the Trustees may from time to time determined, either file with the Division a corporate surety bond or deposit with the Division acceptable security to secure performance by the Fund of payment of all lawful awards made by the Division against any Member or Members of the group, predicated on a claim or claims by an employee or employees of any Member of the Fund, arising, out of and in the course of such claimants employment, and which awards shall have been sustained by the courts where an appeal by either party is taken; provided that the Member through which such claim originates shall not have resigned from, or have been expelled from the Fund after thirty (30) days notice to the Division and the Member of such resignation, or expulsion; and that the Division and the Member of the fund shall have been given thirty (30) days prior to the accident complained of (2) The members intend this agreement as a mutual covenant of assumption and not as a partnership, but should any court of competent jurisdiction construe same to be a partnership, then it is the intention of the parties that such partnership be limited in scope to the uses for which this contract is executed and not other. (3) Subject to the approval of the Division, the Trustees shall set up, operate, and enforce administrative rules, regulations and by-laws as between the individual Members of the Fund and as between the members and the Fund. (4) The term Service Agent when used in the AGREEMENT shall refer to An Approved Service company when applicable. (5) The Members ratify and confirm the appointment by the Trustees of __________ _________________________________________________ as Service Agent for the (name of service company or third party administrator) Fund and its Members, individually and collectively, The Service Agent shall determine all sums due the Fund from the Members, pay all approved items of expense as directed by the Trustees, and give the Trustees a monthly account of all monies so handled. page -3- 2000 (C) American LegalNet, Inc.>>>> 4For handling the administrative and servicing functions of the Fund, the Service Agent shall receive a fee which shall be negotiated from time to time by the Trustees. This fee shall be in consideration of all services and expenses contracted for with the fund, which services or expenses may include the collecting, disbursing, and accounting for monies collected, counseling with Members as to safety hazards, claims handling and investigation, and providing for excess insurance coverage. The Service Agents books and records pertaining to the Fund are to be open to inspection by the Division and