Applicant represents and warrants that neither applicant nor any of his/her/its officers, directors and employees, if any (collectively “Applicant”), are restricted or prohibited, contractually or otherwise, from applying for or, if accepted, becoming a member of the Independent Photo Imagers, a Delaware Corporation (“IPI”) and that Applicant’s completion of this Application, and if accepted by IPI, becoming an IPI member, will not violate any rules or law or breach any agreement between Applicant and any third person or entity. In the event of a breach of Applicant’s representations and warranties set forth in this paragraph, Applicant shall indemnify, defend and hold IPI and its officers, directors, shareholders, agents and members (the “IPI” Parties) harmless from and against any and all loss, liability, claims, causes of action, demands, costs and expenses, including attorney’s fees, arising out of or related in any way to Applicant’s breach thereof. In the event the IPI Parties are ever made a party to any action or proceeding by reason of any manner for which Applicant has hereby agreed to indemnify the IPI Parties, then Applicant, upon notice from the IPI Parties, shall defend such action or proceeding on behalf of the IPI Parties at Applicant’s expense by counsel chosen by the IPI Parties. If accepted as a member, applicant specifically agrees to abide by the terms and provisions of the bylaws of IPI, as amended. Upon written request, a complete copy of said bylaws will be provided to applicant. Applicant hereby specifically agrees to provide any additional information necessary to process this application directly to IPI’s home office in Henderson, NV.