EX-10.9



 Exhibit 10.9 

Dated this [date] 
 B E T W E E N
: 
 [PARTY] 
 and 

[PARTY] 
  

 
  

INDEMNIFICATION AGREEMENT 
  

 







 TABLE OF CONTENTS 

 

							
		  		  	 	Page	 
			
	 1
	  	INTERPRETATION	  	 	1	 
	 2
	  	AGREEMENT TO SERVE	  	 	5	 
	 3
	  	INDEMNITY OF DIRECTOR/OFFICER	  	 	5	 
	 4
	  	INDEMNIFICATION FOR EXPENSE OF A WITNESS	  	 	6	 
	 5
	  	DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION	  	 	6	 
	 6
	  	ADVANCEMENT OF EXPENSES	  	 	7	 
	 7
	  	REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO ADVANCE EXPENSES	  	 	7	 
	 8
	  	OTHER RIGHTS TO INDEMNIFICATION	  	 	8	 
	 9
	  	ATTORNEYS’ FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT	  	 	8	 
	 10
	  	LIMITATION OF INDEMNIFICATION	  	 	8	 
	 11
	  	LIABILITY INSURANCE	  	 	8	 
	 12
	  	DURATION OF AGREEMENT	  	 	9	 
	 13
	  	NOTICE OF PROCEEDINGS BY INDEMNITEE	  	 	9	 
	 14
	  	MISCELLANEOUS	  	 	10	 
	 15
	  	NOTICES	  	 	11	 
	 16
	  	HEADINGS	  	 	11	 
	 17
	  	COUNTERPARTS	  	 	12	 
	 18
	  	GOVERNING LAW	  	 	12	 


  
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 FORM OF 

INDEMNIFICATION AGREEMENT 
 THIS
AGREEMENT is made the [DATE] 
 BETWEEN: 

LIBERTY LATIN AMERICA LTD., a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church
Street, Hamilton 11, Bermuda (the “Company”); and 
 [NAME] of [ADDRESS] (the “Indemnitee”) 

WHEREAS the Indemnitee is a [director/officer] of the Company or a Group Company or otherwise has a Corporate Status entitling Indemnitee to
indemnity from the Company, 
 WHEREAS highly skilled and competent persons are becoming more reluctant to serve public companies as
directors or officers unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies,

 WHEREAS uncertainties relating to indemnification increase the difficulty of attracting and retaining such persons, 

WHEREAS the Board has determined that an inability to attract and retain such persons is detrimental to the best interests of the Company and
that the Company should act to assure such persons that there will be increased certainty of such protection in the future, 
 WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify the Indemnitee to the fullest extent permitted by Bermuda law so that the Indemnitee will serve or continue to serve the Company free from undue
concern that the Indemnitee will not be so indemnified, 
 WHEREAS, the Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that the Indemnitee be so indemnified, 
 IT IS HEREBY AGREED as follows: 

 

	1	 INTERPRETATION 



 

	1.1	 In this Agreement unless the context otherwise requires, the following words and expressions shall have the
following meanings: 


  

			
	 this “Agreement”
	  	 means this Indemnification Agreement, as it may be amended or modified in accordance with the terms hereof;

		
	 the “Board”
	  	 means the board of directors of the Company or



  
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		  	 any committee thereof;

		
	 “Business Day”
	  	 means any day other than a Saturday, Sunday or public holiday in Bermuda;

		
	 “Change in Control”
	  	 (i)     any “person” (as such term is used in
Sections 13(d) and 14(d) of the US Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a body corporate owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their ownership of securities of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly
or indirectly, of securities of the Company representing 15% or more of the total voting power represented by the Company’s then outstanding Voting Securities;

		
		  	 (ii)   any person has the right to, and does, appoint or remove
directors on the Board of Directors holding a majority of the voting rights at meetings of the Board of Directors on all or substantially all matters;

		
		  	 (iii)  there occurs any acquisition, compromise or arrangement involving
the Company which would result in the shareholders holding or controlling Voting Securities of the Company outstanding immediately prior thereto ceasing to hold or control more than 50% of the total voting power represented by the Voting Securities
of the Company outstanding immediately after the completion of such acquisition, compromise or arrangement, or the shareholders of the Company approve a members’ voluntary liquidation of the Company or an agreement for the sale or disposition
by the Company of (in one transaction or a series of transactions) all or substantially all the Company’s assets; or



  
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		  	 (iv)  there occurs any other event of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the US Securities Exchange Act of 1934, as amended, whether or not the Company is then
subject to such reporting requirement;

		
	 the “Companies Act”
	  	 means the Companies Act 1981;

		
	 “Corporate Status”
	  	 means the status of a person who is or was a director, officer, employee, agent, or fiduciary of the Company or any other
Group Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
entity or enterprise;

		
	 “the Court”
	  	 means the Supreme Court of Bermuda;

		
	 “Disinterested Director”
	  	 means a director of the Company who is not or was not a party to a Proceeding in respect of which indemnification is sought
by the Indemnitee;

		
	 “Group Companies”
	  	 means the Company and each subsidiary (as defined in section 86 of the Companies Act) of the Company (wherever incorporated
or organized);

		
	 “Indemnifiable Event”
	  	 means any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company or any Group Companies, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan trust or
other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity;

		
	 “Independent Counsel”
	  	 means a law firm or a member of a law firm selected in accordance with the terms of this Agreement that neither is
presently nor in the past five years has been retained to represent: (i) the Company or the Indemnitee in any matter material



  
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		  	 to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement or of
other directors or officers under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to
indemnification under this Agreement;

		
	 the “Parties”
	  	 means the parties to this Agreement collectively, and “Party” means any one of them; and

		
	 “Proceeding”
	  	 means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any
other proceeding whether civil, criminal, administrative or investigative and whether formal or informal; and

		
	 “Voting Securities”
	  	 means shares of any series or class of common shares or preferred shares of the Company in each case entitled to vote
generally upon all matters that may be submitted to a vote of shareholders of the Company at any annual or special meeting thereof.


  

	1.2	 In this Agreement unless the context otherwise requires: 



 

	 	(a)	 references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether
with or without modification); 


  

	 	(b)	 references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clause or paragraphs of the schedule in which the reference appears;



  

	 	(c)	 references to the singular shall include the plural and vice versa and references to the masculine shall
include the feminine and/or neuter and vice versa; and 


  

	 	(d)	 references to persons shall include companies, partnerships, associations and bodies of persons, whether
incorporated or unincorporated. 



  
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	2	 AGREEMENT TO SERVE 



In consideration of the indemnification provided hereby, the Indemnitee agrees to serve as a director or officer (as
applicable) of the Company or any Group Company or otherwise in any capacity referred to in Clause 3.1 below; provided, however, that this Agreement does not create or otherwise establish any right on the part of the Indemnitee to be
and continue to be elected or appointed a director or officer of the Company or any other Group Company and does not create an employment contract between the Company or any Group Company and the Indemnitee. 

 

	3	 INDEMNITY OF DIRECTOR/OFFICER 



 

	3.1	 Subject to clause 10, the Company will indemnify the Indemnitee with respect to any Indemnifiable Event if the
Indemnitee is a party or is threatened to be made a party to any threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of (or arising in part out of) the fact that the Indemnitee is
or was a director, officer, employee, agent, or fiduciary of the Company or any Group Company or is or was serving at the request of the Company as a director, officer, employee, agent, or fiduciary of any other company, corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by the Indemnitee in any such capacity. Notwithstanding any other provision of this Agreement, other than
clause 10, the Indemnitee shall be indemnified against all expenses (including attorneys’ fees and disbursements), judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection therewith) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with any Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof). For the
avoidance of doubt, such indemnification shall apply to any such Proceeding where judgement is given in Indemnitee’s favour, those in which Indemnitee is acquitted, or in respect of those in which relief is granted to Indemnitee by the Court
under section 281 of the Companies Act. 


  

	3.2	 Subject to clause 10, the Company shall indemnify the Indemnitee for such portion of the expenses (including
attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that the Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in clause 3.1 in respect of which
the Indemnitee is entitled to indemnification hereunder, even if the Indemnitee is not entitled to indemnification hereunder for the total amount thereof; provided, however, that, notwithstanding any other provision of this Agreement,
to the extent that the Indemnitee has been successful on the merits or otherwise in defence of any or all Proceedings relating in whole or in part to an Indemnifiable Event or in defence of any issue or matter therein, the Indemnitee shall, subject
to Clause 10 be indemnified against all expenses incurred in connection therewith. 


  

	3.3	 Without limiting the scope of the indemnity provided under any other provision of this Agreement, if the
Indemnitee has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, 



  
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he may apply to the Court for relief pursuant to section 281 of the Companies Act and, to the extent that the Court relieves him, either wholly or partly, from his liability in accordance with
section 281 of the Companies Act, the Indemnitee shall be indemnified against any liability incurred by him in defending any Proceedings in accordance with paragraph 98(2)(b) of the Companies Act. 



 

	4	 INDEMNIFICATION FOR EXPENSE OF A WITNESS 



Subject to clause 10, to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a witness in
any Proceeding, the Indemnitee shall be indemnified by the Company against all expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith, including in any investigation related thereto
(including the attorneys’ fees and disbursements). 
  

	5	 DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION 



 

	5.1	 The Indemnitee shall request indemnification pursuant to this Agreement by notice in writing to the secretary
of the Company (the “Indemnity Notice”). The secretary shall, promptly upon receipt of the Indemnity Notice, advise in writing the Board or such other person or persons empowered to make the determination as provided in clause 5.2
that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of
any determination contrary to such presumption. 


  

	5.2	 Upon written request by the Indemnitee for indemnification pursuant to clause 3.1, the entitlement of the
Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons who shall be empowered to make such determination: 



 

	 	(a)	 the Board, by a majority vote of the Disinterested Directors; or 



 

	 	(b)	 in the event that (i) the Board so determines or (ii) a Change in Control shall have occurred (other
than a Change in Control which has been approved by a majority of the members of the Board who were directors immediately prior to such Change in Control), then by Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to the Indemnitee. 


  

	5.3	 For purposes of clause 5.2, Independent Counsel shall be selected by the Board and reasonably approved by the
Indemnitee; provided, that following a Change in Control Independent Counsel will be selected by the Indemnitee and reasonably approved by the Disinterested Directors (or, if there are no Disinterested Directors, by the Board). Upon any
failure of Independent Counsel to be selected and approved as aforesaid within 30 days of the date of receipt of the Indemnity Notice, such Independent Counsel shall be selected by a single arbitrator pursuant to the rules of the American
Arbitration Association. Such determination of entitlement to indemnification shall be made not later than 60 days after receipt by the Company of the Indemnity Notice. Such request




  
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shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee. Any expenses (including attorneys’ fees) incurred by
the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification. If the person or
persons making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such persons may reasonably prorate such partial indemnification among such claims,
issues or matters in respect of which indemnification is requested. 
  

	6	 ADVANCEMENT OF EXPENSES 



All reasonable expenses incurred by the Indemnitee (including attorneys’ fees, retainers and advances of disbursements
required of the Indemnitee) shall be paid by the Company in advance of the final disposition of any Proceeding at the request of the Indemnitee as promptly as possible, and in any event within five (5) Business Days after the receipt by the
Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time. The Indemnitee’s entitlement to such expenses shall include those incurred in connection with any Proceeding by the Indemnitee
seeking an adjudication or award in arbitration pursuant to this Agreement. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee in connection therewith and shall include or be accompanied by an undertaking
by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified under this Agreement. The Company shall have the burden of proof in any determination under this clause 6. No
amounts advanced hereunder shall be deemed an extension of credit by the Company to the Indemnitee. 
  

	7	 REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO ADVANCE EXPENSES



  

	7.1	 In the event that: (a) a determination is made that the Indemnitee is not entitled to indemnification
hereunder; (b) payment has not been timely made following a determination of entitlement to indemnification pursuant to clause 5; or (c) expenses are not advanced pursuant to clause 6, the Indemnitee shall be entitled to apply to the Court
or any other court of competent jurisdiction for a determination of the Indemnitee’s entitlement to such indemnification or advance. 


  

	7.2	 Alternatively to clause 7.1, the Indemnitee, at the Indemnitee’s option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s
right to seek any such adjudication or award in arbitration or any other claim. 


  

	7.3	 A judicial proceeding or arbitration pursuant to this clause 7 shall be made de novo and the Indemnitee shall
not be prejudiced by reason of a determination otherwise made hereunder (if so made) that the Indemnitee is not entitled to indemnification. Subject to clause 10 if a determination is made pursuant to the terms of clause 5 that the Indemnitee




  
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is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such
determination was made is not valid, binding and enforceable. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Company shall pay all or such portion as the court or arbitrator
determines of the reasonable expenses (including attorneys’ fees and disbursements) actually incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).



  

	8	 OTHER RIGHTS TO INDEMNIFICATION 



The indemnification and advancement of expenses (including attorneys’ fees) provided by this Agreement shall not be
deemed exclusive of any other right to which the Indemnitee may now or in the future be entitled under any provision of the Company’s bye-laws, any agreement, vote of shareholders, the Board or
Disinterested Directors, provision of law, or otherwise; provided, however, that: (a) this Agreement supersedes any other agreement that has been entered into by the Company with the Indemnitee which has as its principal purpose the
indemnification of the Indemnitee and (b) where the Company may indemnify the Indemnitee pursuant to either this Agreement or the bye-laws of the Company, the Company may indemnify the Indemnitee under
either this Agreement or the bye-laws but the Indemnitee shall, in no case, be indemnified by the Company in respect of any expense, liability or cost of any type for which payment is or has been actually made
to the Indemnitee under any insurance policy, indemnity clause, bye-law or agreement, except in respect of any excess beyond such payment. 

 

	9	 ATTORNEYS’ FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT 



In the event that the Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this
Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee, if the Indemnitee prevails in whole or in part in such action,
shall be entitled to recover from the Company and shall be indemnified by the Company against, any actual expenses for attorneys’ fees and disbursements reasonably incurred by the Indemnitee. 

 

	10	 LIMITATION OF INDEMNIFICATION 



Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the
Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty. 
  

	11	 LIABILITY INSURANCE 



To the extent the Company maintains an insurance policy or policies directors’ and officers’ liability insurance,
the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer. 

  
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	12	 DURATION OF AGREEMENT 



This Agreement shall apply with respect to the Indemnitee’s occupation of any of the position(s) described in clause 3.1
of this Agreement with respect to all periods of such service after the date of this Agreement, even though the Indemnitee may have ceased to occupy such position(s). 
  

	13	NOTICE OF PROCEEDINGS BY INDEMNITEE 

  

	13.1	 The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification hereunder, provided, however, that the failure to so notify the Company will not relieve the Company from any liability
it may have to the Indemnitee except to the extent that such failure materially prejudices the Company’s ability to defend such claim. With respect to any such Proceeding as to which the Indemnitee notifies the Company of the commencement
thereof: 


  

	 	(a)	 the Company will be entitled to participate therein at its own expense; and 



 

	 	(b)	 except as otherwise provided below, the Company jointly with any other indemnifying party similarly notified
will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company will not be liable to the
Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided herein. The Indemnitee shall have
the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee and not
subject to indemnification hereunder unless (a) the employment of counsel by the Indemnitee has been authorized by the Company; (b) in the reasonable opinion of counsel to the Indemnitee there is or may be a conflict of interest between
the Company and the Indemnitee in the conduct of the defense of such Proceeding; or (c) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases, subject to clause 10, the fees and
expenses of counsel shall be at the expense of the Company. If, however, the Company provides notice to the Indemnitee of the Company’s election not to assume the defense thereof, the Indemnitee shall have the right to employ counsel, which is
reasonably acceptable to the Company, in such Proceeding and to control the defense thereof with the fees and expenses of such counsel to be at the expense of the Company, subject to clause 10. 



 

	13.2	 Neither the Company nor the Indemnitee shall settle or compromise or consent to entry of judgment with respect
to any claim without the prior written consent of the other (which shall not be unreasonably withheld); provided, however, that if the Company has 



  
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assumed the defense in a Proceeding and has acknowledged that Indemnitee is entitled to indemnity hereunder, the Company may settle or compromise a claim or consent to entry of judgment without
the Indemnitee’s consent so long as such settlement, compromise or judgment (x) only involves the payment of money damages and the Company has acknowledged its obligation to pay such amount in full and (y) includes an unconditional
release of Indemnitee by the claimant or Plaintiff. 


  

	14	 MISCELLANEOUS 



 

	14.1	 Notwithstanding the expiration or termination of this Agreement howsoever arising, such expiration or
termination shall not operate to affect such of the provisions hereof as are expressed or intended to remain in full force and effect. 


  

	14.2	 If any of the clauses, conditions, covenants or restrictions of this Agreement or any deed or document
emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then such clause, condition, covenant or restriction shall apply with such deletion or modification as may be necessary to make it valid
and effective so as to give effect as nearly as possible to the intent manifested by such clause, condition, covenant or restriction. 


  

	14.3	 This Agreement shall be binding upon the Company and its successors and assigns (including any transferee of
all or substantially all of its assets and any successor or resulting company by merger, amalgamation or operation of law) and shall inure to the benefit of the Indemnitee and the Indemnitee’s spouse, assigns, heirs, estate, devises, executors,
administrators or other legal representatives. 


  

	14.4	 This Agreement, including its Schedules / together with any documents referred to herein, contains the whole
agreement between the Parties in respect of the subject matter of this Agreement and supersedes and replaces any prior indemnification arrangement between the Company and the Indemnitee, and any prior written or oral agreements, representations or
understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated in this Agreement. Without limiting the generality
of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into this Agreement, and a Party’s only remedy is for breach of contract. However, nothing in this
Agreement purports to exclude liability for any fraudulent statement or act. 


  

	14.5	 No provision in this Agreement may be amended unless such amendment is agreed to in writing, signed by the
Indemnitee and by a duly authorised officer of the Company. No waiver by either Party of any breach by the other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Indemnitee or a duly authorised officer of the Company, as the case may be. 



  
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	14.6	 The Company shall not be liable under this Agreement to make any payment in connection with any claim made
against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, by law or otherwise) of the amounts otherwise indemnifiable hereunder. 



 

	14.7	 In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to
bring action to enforce such rights. 


  

	15	NOTICES 

 Any notice required to be given hereunder shall be in writing
in the English language and shall be served by sending the same by prepaid recorded post, national overnight courier, facsimile, electronic mail or by delivering the same by hand to the address of the Party or Parties in question as set out below
(or such other address as such Party or Parties shall notify the other Parties of in accordance with this clause). Any notice sent by (i) post as provided in this clause shall be deemed to have been served five Business Days after despatch,
(ii) national overnight courier as provided in this clause shall be deemed to have been served on the next Business Day following despatch, and (iii) facsimile or electronic mail as provided in this clause shall be deemed to have been
served at the time of despatch (but only if followed by transmittal of a copy thereof by overnight courier or by hand delivery within one day of despatch), and in proving the service of the same it will be sufficient to prove in the case of a letter
or overnight courier package, that it was properly stamped, addressed and placed in the post or delivered to such courier service, as applicable; and in the case of a facsimile or electronic mail that such facsimile or electronic mail was duly
despatched to a current facsimile number or electronic mail address, as applicable, of the addressee. Notice delivered by hand will be deemed duly given upon delivery. 

Name: 
 Address: 

Fax: 
 Email: 

Name: 
 Address: 

Fax: 
 Email: 

 

	16	HEADINGS 

 The headings in this Agreement are inserted for convenience
only and shall not affect the construction of this Agreement. 

  
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	17	COUNTERPARTS 

 This Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by
e-mail transmission of an Adobe Portable Format file (or similar electronic record) shall be effective as delivery of an executed counterpart signature page. 

 

	18	GOVERNING LAW 

 The terms and conditions of this Agreement and the
rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of the Islands of Bermuda. The parties to this Agreement hereby irrevocably agree that the courts of Bermuda shall have non-exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Agreement Proceedings”) which may arise out of or in connection with this Agreement and waive any objection
to Agreement Proceedings in the courts of Bermuda on the grounds of venue or on the basis that the Agreement Proceedings have been brought in an inconvenient forum. 

AGREED by the Parties through their authorised signatories on the date first written above: 

  
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	 For, and on behalf of [Name of Party]
	 		  	 For, and on behalf of [Name of Party]

			
	  
	 		  	  

	 Signature
	 		  	 Signature

			
	  
	 		  	  

	 Print Name
	 		  	 Print Name

			
	  
	 		  	  

	 [Date]
	 		  	 [Date]



  
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