INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (this “Agreement”) is made
and entered into as of this ___ day of ___________, 2009, by and between
SSGI, Inc., a Florida corporation (the “Corporation”), and
___________, a ______ resident (“Indemnitee”).
RECITALS
A. Competent
and experienced persons are reluctant to serve or to continue to serve
corporations as directors or officers or in other capacities unless they are
provided with adequate protection through insurance or indemnification (or both)
against claims and actions against them arising out of their service to and
activities on behalf of those corporations.
B. The
current uncertainties relating to the availability of adequate insurance for
directors and officers have increased the difficulty for corporations to attract
and retain competent and experienced persons.
C. The
Board of Directors of the Corporation has determined that the continuation of
present trends in litigation will make it more difficult to attract and retain
competent and experienced persons, that this situation is detrimental to the
best interests of the Corporation’s shareholders, and that the Corporation
should act to assure its directors and officers that there will be increased
certainty of adequate protection in the future.
D. The
Articles of Incorporation permit the Corporation to indemnify its directors and
officers to the fullest extent permitted by law.
E. It
is reasonable, prudent, and necessary for the Corporation to obligate itself
contractually to indemnify its directors and officers to the fullest extent
permitted by applicable law in order to induce them to serve or continue to
serve the Corporation.
F. Indemnitee
is willing to serve, continue to serve, and to take on additional services for
or on behalf of the Corporation on the condition that he be indemnified to the
fullest extent permitted by law.
G. Concurrently
with the execution of this Agreement, Indemnitee is agreeing to serve or to
continue to serve as a director or officer of the Corporation.
AGREEMENTS
NOW, THEREFORE, in consideration of the
foregoing premises, Indemnitee’s agreement to serve as a director or officer of
the Corporation, and the covenants contained in this Agreement, the Corporation
and Indemnitee hereby covenant and agree as follows:
1.
Certain
Definitions.
(a) Acquiring
Person: shall mean any Person other than (i) the
Corporation, (ii) any of the Corporation’s Subsidiaries, (iii) any employee
benefit plan of the Corporation or of a Subsidiary of the Corporation or of a
corporation owned directly or indirectly by the shareholders of the Corporation
in substantially the same proportions as their ownership of stock of the
Corporation, or (iv) any trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or of a Subsidiary of the Corporation
or of a corporation owned directly or indirectly by the shareholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation.
(b) Change in
Control: shall be deemed to have occurred if:
(i) any
Acquiring Person is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
directly or indirectly, of securities of the Corporation representing fifty
percent (50%) or more of the combined voting power of the then outstanding
Voting Securities of the Corporation; or
(ii) members
of the Incumbent Board cease for any reason to constitute at least a majority of
the Board of Directors of the Corporation; or
(iii) after
the Corporation has become a reporting Corporation under the Exchange Act, a
public announcement is made of a tender or exchange offer by any Acquiring
Person for fifty percent or more of the then outstanding Voting Securities of
the Corporation, and the Board of Directors of the Corporation approves or fails
to oppose that tender or exchange offer in its statements in Schedule 14D-9
under the Exchange Act; or
(iv) the
shareholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation or partnership (or, if no such approval
is required, the consummation of such a merger or consolidation of the
Corporation), other than a merger or consolidation that would result in the
Voting Securities of the Corporation outstanding immediately prior to the
consummation thereof continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity or of a parent
of the surviving entity) a majority of the combined voting power of the Voting
Securities of the surviving entity (or its parent) outstanding immediately after
that merger or consolidation; or
(v) the
shareholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of
all or substantially all the Corporation’s assets (or, if no such approval is
required, the consummation of such a liquidation, sale, or disposition in one
transaction or series of related transactions) other than a liquidation, sale,
or disposition of all or substantially all the Corporation’s assets in one
transaction or a series of related transactions to a Subsidiary of the
Corporation or any other corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as their
ownership of stock of the Corporation.
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(c) Expenses: shall
mean all costs, expenses (including attorneys’ and expert witnesses’ fees), and
obligations paid or incurred in connection with investigating, defending
(including affirmative defenses and counterclaims), being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in,
or participate in, any Proceeding relating to any Indemnifiable
Event.
(d) Incumbent
Board: shall mean individuals who, as of July 10, 2009,
constitute the Board of Directors of the Corporation and any other individual
who becomes a director of the Corporation after that date and whose election or
appointment by the Board of Directors or nomination for election by the
Corporation’s shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board.
(e) Indemnifiable
Event: shall mean any event or occurrence related to the fact
that Indemnitee is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. For purposes of this Agreement,
the Corporation agrees that Indemnitee’s service on behalf of or with respect to
any Subsidiary of the Corporation shall be deemed to be at the request of the
Corporation.
(f) Independent Legal
Counsel: shall mean special, independent counsel selected
(i) by
the Board of Directors of the Corporation by a majority vote of a quorum
consisting of directors who were not parties to the relevant Proceeding, or, if
such a quorum is not obtainable or, even if obtainable, by majority vote of a
committee duly designated by the Board of Directors of the Corporation (in which
directors who are parties to such Proceeding may participate) consisting solely
of two or more directors not at the time parties to such Proceeding, or (ii) if,
under subsection (i) above, a quorum of directors cannot be obtained and the
committee cannot be designated, by a majority vote of the full Board of
Directors of the Corporation (in which directors who are parties to such
Proceeding may participate).
(g) Person: shall
mean any person or entity of any nature whatsoever, specifically including an
individual, a firm, a company, a corporation, a partnership, a limited liability
company, a trust, or other entity. A Person, together with that
Person’s Affiliates and Associates (as those terms are defined in Rule 12b-2
under the Exchange Act), and any Persons acting as a partnership, limited
partnership, limited liability company, joint venture, association, syndicate,
or other group (whether or not formally organized), or otherwise acting jointly
or in concert or in a coordinated or consciously parallel manner (whether or not
pursuant to any express agreement), for the purpose of acquiring, holding,
voting, or disposing of securities of the Corporation with such Person, shall be
deemed a single “Person”.
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(h) Potential Change in
Control: shall be deemed to have occurred if (i) the
Corporation enters into an agreement, the consummation of which would result in
the occurrence of a Change in Control; (ii) any Person (including the
Corporation) publicly announces an intention to take or to consider taking
actions that, if consummated, would constitute a Change in Control;
(iii) after the Corporation has become a reporting Corporation under the
Exchange Act, any Acquiring Person who is or becomes the beneficial owner,
directly or indirectly, of securities of the Corporation representing 10% or
more of the combined voting power of the then outstanding Voting Securities of
the Corporation, increases his beneficial ownership of such securities by 5% or
more over the percentage so owned by that Person on the date hereof; or
(iv) the Board of Directors of the Corporation adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.
(i)
Proceeding: shall
mean any threatened, pending, or completed action, suit or other type of
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.
(j)
Reviewing
Party: shall mean any appropriate Person permitted under the
Florida Business Corporation Act to make a determination that indemnification of
Indemnitee is proper under applicable law.
(k) Subsidiary: shall
mean with respect to any Person, any corporation, or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.
(l)
Voting
Securities: shall mean any securities that vote generally in
the election of directors, in the admission of general partners, or in the
selection of any other similar governing body.
2.
Basic Indemnification
Arrangement.
(a) In
the event Indemnitee was or is a party to any Proceeding by reason of an
Indemnifiable Event, the Corporation shall indemnify Indemnitee to the fullest
extent permitted by law, as soon as practicable (but in any event no later than
30 days) after written demand is presented to the Corporation, against any
and all Expenses, judgments, fines, and penalties assessed against or incurred
by Indemnitee on account of that Proceeding and any and all amounts paid by
Indemnitee in settlement of that Proceeding (including all interest,
assessments, and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties, or amounts paid in settlement) or
with respect to that Proceeding. If so requested by Indemnitee, the
Corporation shall advance (within two business days after that request) any and
all Expenses to Indemnitee (an “Expense
Advance”).
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(b) Notwithstanding
the foregoing, (i) the obligations of the Corporation under Section 2(a) shall
be subject to the condition that the Reviewing Party shall not have determined
(in a written opinion, in any case in which Independent Legal Counsel referred
to in Section 3 hereof is involved) that Indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Corporation to
make an Expense Advance pursuant to Section 2(a) shall be subject to the
condition that the Corporation receive from Indemnitee an undertaking by or on
behalf of Indemnitee to repay the Expense Advance if Indemnitee is ultimately
found not to be entitled to indemnification by the Corporation. If
there has not been a Change in Control, the Reviewing Party shall be selected by
the Board of Directors of the Corporation. If there has been a Change
in Control, the Reviewing Party shall be advised by or shall be Independent
Legal Counsel referred to in Section 3 hereof, if and as Indemnitee so
requests. If there has been no determination by the Reviewing Party
or if the Reviewing Party determines that Indemnitee substantively would not be
permitted to be indemnified in whole or in part under applicable law, Indemnitee
shall have the right to commence litigation in any court in the states of Texas
or Florida having subject matter jurisdiction thereof and in which venue is
proper seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, and the Corporation
hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall
be conclusive and binding on the Corporation and Indemnitee.
3.
Change in
Control. The Corporation agrees that, if there is a Change in
Control and if Indemnitee requests in writing that Independent Legal Counsel
advise the Reviewing Party or be the Reviewing Party, then the Corporation shall
not deny any indemnification payments that Indemnitee requests or demands under
this Agreement or any other agreement or law now or hereafter in effect relating
to Proceedings for Indemnifiable Events unless, with respect to a denied
indemnification payment, Independent Legal Counsel has rendered its written
opinion to the Corporation and Indemnitee that the Corporation would not be
permitted under applicable law to pay Indemnitee such indemnification
payment. The Corporation agrees to pay the reasonable fees of
Independent Legal Counsel referred to in this Section 3 and to indemnify fully
Independent Legal Counsel against any and all expenses (including attorneys’
fees), claims, liabilities, and damages arising out of or relating to this
Agreement or Independent Legal Counsel’s engagement pursuant
hereto.
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4.
Establishment of
Trust. In the event of a Potential Change in Control, the
Corporation shall, upon written request by Indemnitee, create a trust for the
benefit of Indemnitee (the “Trust”) and from time
to time upon written request of Indemnitee shall fund the Trust in an amount
sufficient to satisfy any and all Expenses reasonably anticipated at the time of
each such request to be incurred in connection with investigating, preparing
for, and defending any Proceeding relating to an Indemnifiable Event, and any
and all judgments, fines, penalties, and settlement amounts (including all
interest, assessments, and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties, and settlement
amounts) of any and all Proceedings relating to an Indemnifiable Event from time
to time actually paid or claimed, reasonably anticipated or proposed to be
paid. The amount or amounts to be deposited in the Trust pursuant to
the foregoing funding obligation shall be determined by the Reviewing Party in
any situation in which Independent Legal Counsel referred to in Section 3 is
involved. The terms of the Trust shall provide that, upon a Change in
Control, (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee; (ii) the trustee of the Trust shall
advance, within two business days after a request by Indemnitee, any and all
Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust
under the circumstances in which Indemnitee would be required to reimburse the
Corporation under Section 2(b) of this Agreement); (iii) the Trust shall
continue to be funded by the Corporation in accordance with the funding
obligation set forth above; (iv) the trustee of the Trust shall promptly pay to
Indemnitee all amounts for which Indemnitee shall be entitled to indemnification
pursuant to this Agreement or otherwise; and (v) all unexpended funds in the
Trust shall revert to the Corporation upon a final determination by the
Reviewing Party or a court of competent jurisdiction, as the case may be, that
Indemnitee has been fully indemnified under the terms of this
Agreement. The trustee of the Trust shall be chosen by
Indemnitee. Nothing in this Section 4 shall relieve the Corporation
of any of its obligations under this Agreement.
5.
Indemnification for
Additional Expenses. The Corporation shall indemnify
Indemnitee against any and all cost and expenses (including attorneys’ and
expert witnesses’ fees) and, if requested by Indemnitee, shall (within two
business days after that request) advance those costs and expenses to
Indemnitee, that are incurred by Indemnitee in connection with any claim
asserted against or action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Corporation under this Agreement or any other
agreement or provision of the Corporation’s Articles of incorporation or Bylaws
now or hereafter in effect relating to Proceedings for Indemnifiable Events or
(ii) recovery under any directors’ and officers’ liability insurance policies
maintained by the Corporation, regardless of whether Indemnitee ultimately is
determined to be entitled to that indemnification, advance expense payment, or
insurance recovery, as the case may be.
6.
Partial
Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Corporation for some or a portion of
the Expenses, judgments, fines, penalties, and amounts paid in settlement of a
Proceeding but not, however, for the total amount thereof, the Corporation
nevertheless shall indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled. Moreover, notwithstanding any other provision
of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all Proceedings relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against
all Expenses incurred in connection therewith.
7.
Continuation After
Completion of Employment. The indemnification and advancement of expenses
provided by or granted pursuant to this Agreement or the Florida Business
Corporation Act shall continue as to Indemnitee if Indemnitee ceases to be a
director, officer, employee, or agent of the Corporation and shall inure to the
benefit of the heirs, executors, and administrators of Indemnitee.
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8.
Contribution.
(a) Contribution
Payment. To the extent the indemnification provided for under
any provision of this Agreement is determined (in the manner hereinabove
provided) not to be permitted under applicable law, then in the event Indemnitee
was or is a party to any Proceeding by reason of an Indemnifiable Event, the
Corporation, in lieu of indemnifying Indemnitee, shall contribute to the amount
of any and all Expenses, judgments, fines, or penalties assessed against or
incurred or paid by Indemnitee on account of that Proceeding and any and all
amounts paid in settlement of that Proceeding (including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines, penalties, or amounts paid in settlement)
for which such indemnification is not permitted (“Contribution
Amounts”) in such proportion as is appropriate to reflect the relative
fault with respect to the Indemnifiable Event giving rise to the Contribution
Amounts of Indemnitee, on the one hand, and of the Corporation and any and all
other parties (including officers and directors of the Corporation other than
Indemnitee) who may be at fault with respect to such Indemnifiable Event
(collectively, including the Corporation, the “Third Parties”) on
the other hand, with the amount to be contributed by the Corporation pursuant to
this Section 8(a) being, subject to Section 8(b), an amount equal to
(i) the total Contribution Amounts assessed against or incurred or paid by
Indemnitee minus (ii) the
product of
(A) the total Contribution Amounts assessed against or incurred or paid by
Indemnitee and all Third Parties (“Total Contribution
Amounts”) multiplied by
(B) the relative fault of Indemnity (expressed as a
percentage). Notwithstanding the provisions of this Section 8,
(x) the amounts to be contributed to Indemnitee may be adjusted as
determined in good faith by the Reviewing Party as necessary to properly
allocate Contribution Amounts to Indemnitee based on the relative fault of
Indemnitee and (y) the total amount of contribution provided to Indemnitee
pursuant to this Section 8 shall not exceed the actual Contribution Amounts
assessed against or incurred or paid by Indemnitee and Indemnitee shall not be
liable for or obligated to pay to any Third Party any contribution amounts
solely as a result of this Section 8.
(b) Effect of Prior
Settlements. If any Third Parties (“Settled Parties”)
shall have settled Proceedings against them arising by reason of (or in part out
of) the same Indemnifiable Event, then (i) if the Contribution Amounts
assessed against or incurred or paid by Indemnitee take into account the
relative fault of the Settled Parties, then the amount that the Corporation
shall be obligated to contribute pursuant to Section 8(a) shall be an
amount equal to the amount by which the Contribution Amounts assessed against or
incurred or paid by Indemnitee exceeds the product of (A) the
sum of Contribution Amounts assessed against or incurred or paid by all Third
Parties other than the Settled Parties multiplied by
(B) a fraction, the numerator of which is the relative fault of Indemnitee
and the denominator of which shall be the sum of the relative faults of the
Third Parties other than the Settled Parties plus the relative fault of
Indemnitee, and (ii) if the Contribution Amounts assessed against
Indemnitee take into account, in lieu of the relative fault of the Settled
Parties, amounts actually paid by the Settled Parties in settlement of such
Indemnifiable Event, then the amount that the Corporation shall be obligated to
contribute pursuant to Section 8(a) shall be an amount equal to the amount
by which the Contribution Amounts assessed against or incurred or paid by
Indemnitee exceed the product of
(A) the relative fault of Indemnitee, expressed as a percentage, multiplied by
(B) the sum of the Contribution Amounts assessed against or incurred or
paid by the Third Parties other than the Settled Parties plus the amounts so
paid by the Settled Parties.
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(c) Relative
Fault. The relative fault of the Third Parties and the
Indemnitee shall be determined (i) by reference to the relative fault of
Indemnitee as determined by the court or other governmental agency assessing the
Contribution Amounts or (ii) to the extent such court or other governmental
agency does not apportion relative fault, by the Reviewing Party (which shall
include Independent Legal Counsel) after giving effect to, among other things,
the relative intent, knowledge, access to information, and opportunity to
prevent or correct the applicable Indemnifiable Event and other relevant
equitable considerations of each party. The Corporation and
Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation or by any
other method of allocation which does to take account of the equitable
considerations referred to in this Section 8(c).
9.
Burden of
Proof. In connection with any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified under
any provision of this Agreement or to receive contribution pursuant to Section 8
of this Agreement, the burden of proof shall be on the Corporation to establish
that Indemnitee is not so entitled.
10.
No
Presumption. For purposes of this Agreement, the termination
of any Proceeding by judgment, order, settlement, or conviction or upon a plea
of nolo contendere or
its equivalent shall not, of itself, create a presumption that Indemnitee did
not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification or contribution is not
permitted by applicable law.
11.
Action of
Others. The knowledge and/or actions, or failure to act, of
any director, officer, agent, or employee of the Corporation shall not be
imputed to the Indemnitee for purposes of determining the right to
indemnification under this Agreement.
12.
Indemnitee’s Individual
Capacity. The Corporation acknowledges that Indemnitee is
undertaking to act as an officer or director of the Corporation at the request
of the Corporation and solely in Indemnitee’s individual capacity and not in any
capacity as a director, officer, member, partner, employee, trustee, or other
representative of any other corporation, partnership, limited liability company,
association, business trust, trust, or similar organization or
entity. The Corporation covenants and agrees to indemnify any such
organization or entity from and against any and all judgments, fines, or
penalties assessed against or incurred or paid by such organization or entity
and any and all amounts paid in settlement (including all interest, attorneys’
and expert witnesses’ fees, and other charges paid or payable in connection with
such judgments, fines, penalties, or amounts paid in settlement) with respect to
any action or inaction taken in the course of Indemnitee’s duties as an officer
or director of the Corporation.
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13.
Non-exclusivity. The
rights of Indemnitee hereunder shall be in addition to any other rights
Indemnitee may have under the Corporation’s Bylaws or Articles of incorporation
or the Florida Business Corporation Act or otherwise. To the extent
that a change in the Florida Business Corporation Act (whether by statute or
judicial decision) permits greater indemnification by agreement than would be
afforded currently under the Corporation’s Bylaws or Articles of incorporation
and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by that
change.
14.
Liability
Insurance. Except as otherwise agreed to by the Corporation
and Indemnitee in a written agreement, to the extent the Corporation maintains
an insurance policy or policies providing directors’ and officers’ liability
insurance, Indemnitee shall be covered by that policy or those policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Corporation director or officer, whether or not the
Corporation would have the power to indemnify Indemnitee against such liability
under the Florida Business Corporation Act.
15.
Period of
Limitations. No legal action shall be brought and no cause of
action shall be asserted by or on behalf of the Corporation or any affiliate of
the Corporation against Indemnitee, Indemnitee’s spouse, heirs, executors or
personal or legal representatives after the expiration of three years from the
date of accrual of that cause of action, and any claim or cause of action of the
Corporation or its affiliate shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within that three-year period;
provided, however,
that, if any shorter period of limitations is otherwise applicable to any such
cause of action, the shorter period shall govern.
16.
Amendments. No
supplement, modification, or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall that waiver
constitute a continuing waiver.
17.
Subrogation. In
the event of payment under this Agreement, the Corporation shall, subject to the
conflicting rights of an insurer pursuant to any policy contemplated by Section
14 hereof, be subrogated to the extent of that payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure those rights, including the execution
of the documents necessary to enable the Corporation effectively to bring suit
to enforce those rights.
18.
No Duplication of
Payments. The Corporation 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, provision of the Corporation’s Articles of
incorporation or Bylaws, or otherwise) of the amounts otherwise indemnifiable or
entitled to be recovered by contribution hereunder.
19.
Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Corporation), spouses, heirs, and personal and legal
representatives. This Agreement shall continue in effect regardless
of whether Indemnitee continues to serve as an officer or director of the
Corporation or another enterprise at the Corporation’s request.
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20.
Severability. If
any provision of this Agreement, or the application thereof to any Person or
circumstance, is held by a court of competent jurisdiction to be illegal,
invalid, or unenforceable under present or future laws effective during the term
hereof, that provision shall be fully severable; this Agreement shall be
construed and enforced as if that illegal, invalid, or unenforceable provision
had never comprised a part hereof; and the remaining provisions shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of that illegal, invalid, or
unenforceable provision, there shall be added automatically as a part of this
Agreement a provision as similar in terms to the illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and
enforceable.
21.
Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida applicable to
contracts made and to be performed in that state without giving effect to the
principles of conflicts of laws.
22.
Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
23.
Notices. Whenever
this Agreement requires or permits notice to be given by one party to the other,
such notice must be in writing to be effective and shall be deemed delivered and
received by the party to whom it is sent upon actual receipt (by any means) of
such notice. Receipt of a notice by an officer of the Corporation
shall be deemed receipt of such notice by the Corporation.
24.
Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but in making proof hereof it shall not be necessary to
produce or account for more than one such counterpart.
[Remainder
of page intentionally left blank; signature page to
follow.]
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EXECUTED
this ___ day of ___________, 2009.
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By:
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Xxxx
Xxxxxx, President
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INDEMNITEE:
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