EXHIBIT 10.21
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT is dated as of June 1, 1999, by and between
XXXXXXX XXXXXXX ("Xxxxxxx") and AFFILIATION NETWORKS, a Delaware corporation
("Affiliation").
WHEREAS, LeFurgy is presently a director of Affiliation; and
WHEREAS, LeFurgy was retained to provide consulting services in the area of
internet advertising to Affiliation; and
WHEREAS, LeFurgy's participation as a consultant and as a member of the
Board of Directors of Affiliation is specifically limited to advice with respect
to internet advertising, and LeFurgy has neither been asked to, nor has
participated in any other aspect of Affiliation's business except with respect
to his duties as a member of the Board of Directors; and
WHEREAS, LeFurgy does not participate directly or indirectly in connection
with any recruiting, hiring, evaluation of potential employees, identification
of potential employees, or any other aspect of the personnel recruiting
decisions at Affiliation (collectively "personnel decisions").
NOW, THEREFORE, for good and adequate consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Nonparticipation. Notwithstanding LeFurgy's pariticipation as a member
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of its Board of Directors, Affiliation and LeFurgy each agree and acknowledge
that LeFurgy has not, and it is not contemplated that LeFurgy will in the future
participate in any personnel recruiting decisions at Affiliation pertaining to
individuals who are or were employed by or affiliated with the Xxxx Disney
Company or its affiliates ("Disney").
2. Indemnification. Affiliation agrees to indemnify, defend and hold
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harmless LeFurgy, his attorneys, accountants, successors and assigns from and
against any and all claims, demands, actions, causes of action, suits,
controversies, losses, costs, expenses, fines, penalties, forfeitures,
obligations, liabilities, damages, settlements, judgments, consequential damages
(including all lost wages, consulting fees, options, and all other consequential
damages) and executions whatsoever, which may arise, result from, relate to, or
be connected with any activity by Affiliation which relates to personnel
recruiting decisions pertaining to individuals who are or were employed by or
affiliated with Disney to the extent arising from a claim by Disney with respect
to any personnel recruiting decisions of Affiliation with respect to any such
individuals
3. Further Documents and Acts. Each party shall execute and deliver all
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such further instruments, documents and papers, and shall perform any and all
acts necessary to give full force and effect to all of the terms and provisions
of this Agreement.
4. Attorneys' Fees. If any party hereto takes any action concerning the
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validity, construction, administration, performance, or enforcement of this
Agreement, the prevailing party in such action shall be entitled to recover all
of its costs and expenses, including actual attorneys' fees, incurred in
connection therewith, whether or not such action proceeds to final judgment or
determination. Any litigation between the parties shall occur exclusively in
the State of California.
5. Severability. If any provision of this Agreement, as applied to any
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party or to any circumstance, shall be found by a court to be void, invalid or
unenforceable, the same shall in no way affect
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any other provision of this Agreement, the application of any such provision in
any other circumstance, or the validity or enforceability of this Agreement.
6. Construction. This Agreement shall be construed in accordance with the
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laws of the State of California applicable to contracts entered into and fully
to be performed therein. In all matters of interpretation, whenever necessary to
give effect to any provision of this Agreement, each gender shall include the
others, the singular shall include the plural, and the plural shall include the
singular. The titles of the paragraphs of this Agreement are for convenience
only and shall not in any way affect the interpretation of any provision or
condition of this Agreement. Except as may be expressly set forth herein, the
parties hereto do not intend to confer any rights or remedies upon any person
other than the parties hereto.
7. Entire Understanding. This Agreement contains the entire understanding
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of the parties hereto relating to the subject matter contained herein and
supersedes all prior and collateral agreements, understandings, statements and
negotiations of the parties. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, with reference to the
subject matter hereof have been made other than as expressly set forth herein.
This Agreement cannot be changed, rescinded or terminated orally. This Agreement
shall be binding on and shall inure to the benefit of the successors, personal
representatives, heirs, and assignees of the parties hereto.
8. Counterparts. This Agreement may be executed in two or more
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counterparts, which, taken together, shall constitute the whole of the agreement
as between the parties.
9. No Waiver. No delay or omission on the part of either party in
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exercising any of its rights or remedies shall operate as a waiver, estoppel or
other preclusion against the exercise of such rights or remedies at any time. A
waiver of any rights or remedies on any one occasion shall not serve as a waiver
for any subsequent or prior occasions.
10. No Strict Construction. The language of this Agreement shall be
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construed as a whole, according to its fair meaning and intent, and not strictly
for or against either party hereto, regardless of who drafted or was principally
responsible for drafting the Agreement or any specific term or conditions
hereof. This Agreement shall be deemed to have been drafted by all parties
hereto, and no party shall urge otherwise. In executing this Agreement,
Affiliation and LeFurgy acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprised by his or its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; (c) has had the
opportunity to make whatever investigation or inquiry he or it deemed necessary
or appropriate in connection with the subject matter of this Agreement; (d) has
been afforded the opportunity to negotiate as to any and all terms hereof; and
(e) is executing this Agreement voluntarily, free from any influence, coercion
or duress of any kind.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
XXXXXXX XXXXXXX AFFILIATION NETWORKS, INC.
a Delaware corporation
/s/ Xxxxxxx XxXxxxx By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
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