EXHIBIT 99.5
INDEMNIFICATION AGREEMENT
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THIS AGREEMENT, made this 31 day of December, 2003, by and between
Cyberads, Inc. ("Cyberads"), (referred to herein as "Cyberads" or "Indemnifier")
and Xxxxxxxx Xxxxxxxx (hereinafter referred to as "Xxxxxxxx"), provides as
follows:
WITNESSETH:
WHEREAS, pursuant to a Stock Purchase Agreement, dated September 9,
2003 (the "Agreement") by and among Xxxxxxxx, Novanet Media, Inc. ("Novanet
Media") and Cyberads, Novanet Media acquired outstanding stock of Cyberads owned
by Xxxxxxxx; and
WHEREAS, as a material inducement to Xxxxxxxx to consummate the terms
of the Agreement, Indemnifier has agreed to provide the indemnification provided
for below;
NOW, THEREFORE, in order to induce Xxxxxxxx to take certain actions,
the parties hereby agree, as follows:
1. Indemnifier hereby agrees to fully indemnify Xxxxxxxx and to be
responsible for: (i) the payment of all legal fees, costs and expenses and any
potential damages relating to those certain actions entitled "Brightpoint North
America, LP vs. IDS Cellular, Inc. and Xxxxxxxx Xxxxxxxx, Cause No.:
1:03-CV-0450RLY-WTL", filed in the U.S. District Court, Southern District of
Indiana, Indianapolis Division, and "Xxxxxxx X. Xxxxxx and American Cellular,
Inc. vs. Xxxxxxxx Xxxxxxxx, Cyberads, Inc., AT & T Wireless Services d/b/a AT &T
Wireless Services, Case No.: 50-2003-CA-010063-XXOCAI", filed in Xxxx Xxxxx
Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx, and (ii) all expenses, costs, including, but not
limited to, legal fees and accounting fees and any actual or potential damages
with respect to any and all claims brought against Xxxxxxxx as a consequence of,
or related to, Xxxxxxxx'x position as an officer, director or shareholder of
Cyberads, or as a consequence of, or related to, Xxxxxxxx'x
personally guaranteeing any indebtedness of Cyberads, IDS Cellular d/b/a
Wireless Choices or otherwise, MLS Link or any other indebtedness which Xxxxxxxx
personally guaranteed which benefitted, directly or indirectly, Cyberads and its
subsidiaries, including, but not limited to, any indebtedness to WebBank or
Rockland Credit Finance, LLC.
2. In the event that any of the parties to this Agreement must resort
to legal action in connection with any claim for indemnification, the prevailing
party shall be entitled to receive reimbursement from the non-prevailing party
for all reasonable attorneys' fees and all other costs incurred in commencing or
defending such suit, and in enforcing and collection of any judgment.
3. Any disputes which may arise under the terms of this Agreement shall
be subject to the determination by a Court of competent jurisdiction located in
Palm Beach County, Florida..
IN WITNESS WHEREOF, Indemnifier has executed this Indemnification
Agreement as of the day and year first above written.
Signed, sealed and delivered INDEMNIFIER:
in the presence of:
Cyberads, Inc.
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By: /s/ XXXXXX XXXXX
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-------------------------------------- Xxxxxx Xxxxx, President
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