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Exhibit 10.32
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "INDEMNIFICATION AGREEMENT") is
effective
August 1, 2004, and is between PORTLAND BREWING COMPANY, an Oregon
corporation
("PBC"), and PYRAMID BREWERIES, INC., a Washington corporation
("PMID").
RECITALS
A. PBC and PMID
are parties to the following agreements:
-
A
Production Agreement executed February 14, 2006 and dated
effective
August 1, 2004 (the "PRODUCTION AGREEMENT");
-
Two
Subleases, each executed February 14, 2006 and dated effective
August 1, 2004 (the "SUBLEASES");
-
An
Equipment Lease executed February 14, 2006 and dated effective
August 1, 2004 (the "EQUIPMENT LEASE");
-
A Staffing
Agreement executed February 14, 2006 and dated effective
August 1, 2004 (the "STAFFING AGREEMENT"); and
-
A
Restaurant Management Agreement executed February 14, 2006 and
dated
effective August 1, 2004 (the "MANAGEMENT Agreement").
These agreements are referred to herein collectively as the
"AGREEMENTS".
B. The parties
are willing to execute and perform the Agreements on the
condition that they sign this Indemnification Agreement.
C. In view of
the business relationship between PMID and PBC, the
consideration from PBC to PMID under the Agreements will inure to
the
benefit of PMID, and the consideration from PMID to PBC will inure
to the
benefit of PBC.
AGREEMENT
1. GENERAL
INDEMNIFICATION. To the extent not prohibited by law, PMID will
defend and indemnify PBC and each present and future shareholder,
director,
officer, employee and agent of PBC for, from, and against any and
all
claims, actions, proceedings, damages, liabilities, and expenses of
every
kind, past and future, whether known or unknown, including but not
limited
to
reasonable attorney's fees, resulting from or arising out of
the
Agreements, the relationship created thereby, and the business
relationship
of
the parties prior to the execution and delivery of the
Agreements.
Without limiting the generality of the foregoing, PMID specifically
agrees
to
defend and indemnify PBC in connection with the specific areas
identified herein.
2. DIRECT
CLAIMS. PMID will not make claims based on actions or omissions
of
PBC
related to duties of PBC under the Agreements, where such duties
are
performed by PMID or its employees or agents pursuant to the
Staffing
Agreement.
3. THIRD PARTY
CLAIMS. The indemnification obligations of PMID set forth
herein will include without limitation indemnification for: (i)
injuries to
employees or others in connection with the activities contemplated
by the
Production Agreement; (ii) dram shop liability and other
liability
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concerning the sale of alcoholic beverages related to the operation
of the
restaurant as set forth in the Management Agreement; (iii)
products
liability claims in connection with the products produced pursuant
to the
Production Agreement; (iv) liability related to employment,
workers'
compensation, and associated claims in connection with the
Staffing
Agreement; and (v) liability arising in connection with health and
safety
regulations relevant to activities contemplated by the
Production
Agreement, Staffing Agreement, and Management Agreement.
4. INTELLECTUAL
PROPERTY. The indemnification obligations of PMID set forth
herein
