EXHIBIT 10.03
INDEMNIFICATION AGREEMENT
-------------------------
AGREEMENT made as of this _____day of ___, 1997, Jyra
Research Inc. , a Delaware corporation (the "Company"), and
__________________ (the "Indemnitee").
WHEREAS, it is essential to the Company and its
stockholders to attract and retain qualified and capable directors
and officers;
WHEREAS, the Certificate of Incorporation of the Company
(the "Certificate of Incorporation") and the By-laws of the Company
(the "By-laws") allow the Company to indemnify and advance expenses
to its directors and officers;
WHEREAS, in recognition of Indemnitee's need for
protection against personal liability in order to induce Indemnitee
to serve the Company in an effective manner, and to supplement or
replace the Company's directors' and officers' liability insurance
coverage, and, in part, to provide Indemnitee with specific
contractual assurance that the protection provided by the
Certificate of Incorporation and the By-laws will be available to
Indemnitee (regardless of, among other things, any amendment to or
revocation of the Certificate of Incorporation and the By-laws),
the Company wishes to provide the Indemnitee with the benefits
contemplated by this Agreement; and
WHEREAS, as a result of the provision of such benefits
Indemnitee has agreed to continue to serve the Company as a
director and/or officer;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Definitions. The following terms, as used herein,
shall have the following respective meanings:
a. AFFILIATE: of a specified Person is a Person who
directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the
Person specified. The term ASSOCIATE used to indicate a
relationship with any Person shall mean (i) any corporation or
organization (other than the Company or a Subsidiary) of which such
Person is an officer or partner or is, directly or indirectly, the
Beneficial Owner of ten (10) percent or more of any class of Equity
Securities; (ii) any trust or other estate in which such Person has
a substantial beneficial interest or as to which such Person serves
as trustee or in a similar fiduciary capacity (other than an
Employee Plan Trustee), (iii) any Relative of such Person, or (iv)
any officer or director of any corporation controlling or
controlled by such Person.
b. BENEFICIAL OWNERSHIP: shall be determined, and a
Person shall be the BENEFICIAL OWNER of all securities which such
Person is deemed to own beneficially, pursuant to Rule 13d-3 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended (or any successor rule or statutory provision),
or, if such Rule 13d-3 shall be rescinded and there shall be no
successor rule or statutory provision thereto, pursuant to such
Rule 13d-3 as in effect on the date hereof; provided, however, that
a Person shall, in any event, also be deemed to be the
Beneficial Owner of any Voting Shares: (A) of which such Person or
any of its Affiliates or Associates is, directly or indirectly, the
Beneficial Owner; or (B) of which such Person or any of its
Affiliates or Associates has (i) the right to acquire (whether such
right is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants
or options, or otherwise, and (ii) sole or shared voting or
investment power with respect thereto pursuant to any agreement,
arrangement, understanding, relationship or otherwise (but shall
not be deemed to be the Beneficial Owner of any Voting Shares
solely by reason of a revocable proxy granted for a particular
meeting of stockholders, pursuant to a public solicitation of
proxies for such meeting, with respect to shares of which neither
such Person nor any such Affiliate or Associate is otherwise deemed
the Beneficial Owner), or (C) of which another Person is, directly
or indirectly, the Beneficial Owner if such first mentioned Person
or any of its Affiliates or Associates acts with such other Person
as a partnership, syndicate or other group pursuant to any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of capital
stock of the Company; and provided further, however, that (i) no
director or officer of the Company, nor any Associate or Affiliate
of any such director or officer, shall, solely by reason of any or
all of such directors and officers acting in their capacities as
such, be deemed for any purpose hereof, to be the Beneficial Owner
of any Voting Shares of which any other such director or officer
(or any Associate or Affiliate thereof) is the Beneficial Owner and
(ii) no trustee of an employee stock ownership or similar plan of
the Company or any Subsidiary ("Employee Plan Trustee") or any
Associate or Affiliate of any such Trustee, shall, solely by reason
of being an Employee Plan Trustee or Associate or Affiliate of an
Employee Plan Trustee, be deemed for any purposes hereof to be the
Beneficial Owner of any Voting Shares held by or under any such
plan.
(c) A CHANGE IN CONTROL: shall be deemed to have
occurred if (A) any Person (other than (a) the Company or any
subsidiary or (b) any pension, profit sharing, employee stock
ownership or other employee benefit plan of the Company or any
subsidiary or any trustee of or fiduciary with respect to any such
plan when acting in such capacity, is or becomes, after the date of
this Agreement, the Beneficial Owners of 30% or more of the total
voting power of the Voting Shares, (B) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new
director whose election or appointment by the Board of Directors or
nomination or recommendation for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof, or (C) the stockholders of the
Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would
result in the Voting Shares of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Shares of the
surviving entity) at least 60% of the total voting power
represented by the Voting Shares of the Company or such surviving
entity outstanding, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of
the Company's assets.
(d) CLAIM: means any threatened, pending or completed
action, suit, arbitration or proceeding, or any inquiry or
investigation, whether brought by or in the right of the Company or
otherwise, that Indemnitee in good faith reasonably believes might
lead to the institution of any such action, suit, arbitration or
proceeding, whether civil, criminal, administrative, investigative
or other, or any appeal therefrom.
(e) EQUITY SECURITY: shall have the meaning given to
such term under Rule 3a11-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on the date
hereof.
(f) D&O INSURANCE: means any valid directors' and
officers' liability insurance policy maintained by the Company for
the benefit of the Indemnitee, if any.
(g) DETERMINATION: means a determination, and DETERMINED
means a matter which has been determined based on the facts known
at the time, by: (i) a majority vote of a quorum of disinterested
directors, or (ii) if such a quorum is not obtainable, or even if
obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or, in the event
there has been a Change in Control, by the Special Independent
Counsel (in a written opinion) selected by Indemnitee as set forth
in Section 6, or (iii) a majority of the disinterested stockholders
of the Company, or (iv) a final adjudication by a court of
competent jurisdiction.
(h) EXCLUDED CLAIM: means any payment for Losses or
Expenses in connection with any Claim: (i) based or attributable
to Indemnitee gaining in fact any personal profit or advantage to
which Indemnitee is not entitled; or (ii) for the return by
Indemnitee of any remuneration paid to Indemnitee without the
previous approval of the Board or stockholders of the Company
which, but for such approval, would be illegal; or (iii) for an
accounting of profits in fact made from the purchase or sale by
Indemnitee of securities of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, or
similar provisions of any state law; or (iv) resulting from
Indemnitee's knowingly fraudulent, dishonest or willful misconduct;
or (v) the payment of which by the Company is not permitted by
applicable law.
(i) EXPENSES: means any reasonable expenses incurred
by Indemnitee as a result of a Claim or Claims made against
Indemnitee for an Indemnifiable Event including, without
limitation, reasonable attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or
participate in any Claim relating to any Indemnifiable Event.
(j) FINES: means any fine, penalty or, with respect to
an employee benefit plan, any excise tax or penalty assessed with
respect thereto.
(k) INDEMNIFIABLE EVENT: means any event or occurrence,
occurring prior to or after the date of this Agreement, related to
the fact that Indemnitee is, was or has agreed to serve as, a
director, officer, employee, trustee, agent or administrator or
fiduciary of any pension or benefit plan, including but not limited
to a 401(k) trustee, of the Company, or is or was serving at the
request of the Company as a director, officer, employee, trustee,
agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, and by
reason of anything done or not done by Indemnitee in any such
capacity, including, but not limited to, any breach of duty,
neglect, error, misstatement, misleading statement, omission, or
other act done or wrongfully attempted by Indemnitee, or any of the
foregoing alleged by any claimant.
(l) LOSSES: means any amounts or sums which Indemnitee
is legally obligated to pay as a result of a Claim or Claims made
against Indemnitee for Indemnifiable Events including, without
limitation, damages, judgments and sums or amounts paid in
settlement of a Claim or Claims, and Fines.
(m) PERSON: means any individual, partnership,
corporation, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority
or other entity of whatever nature.
(n) POTENTIAL CHANGE IN CONTROL: shall be deemed to have
occurred if (A) the Company, enters into an agreement, the
consummation of which would result in the occurrence of a Change in
Control; or (B) the Board of Directors adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in
Control has occurred.
(o) RELATIVE: means a Person's spouse, parents,
children, siblings, mother-and father-in-law, sons- and
daughters-in-law, and brothers- and sisters-in-law.
(p) REVIEWING PARTY: means any appropriate person or
body consisting of a member or members of the Company's Board of
Directors or any other person or body appointed by the Board
(including the Special Independent Counsel referred to in Section
6) who is not a party to the particular Claim for which Indemnitee
is seeking indemnification.
(q) SUBSIDIARY: means any corporation of which a
majority of any class of Equity Security is owned, directly or
indirectly, by the Company.
(r) TRUST: means the trust established pursuant to
Section 7 hereof.
(s) VOTING SHARES: means any issued and outstanding
shares of capital stock of the Company entitled to vote generally
in the election of directors.
2. Basic Indemnification Agreement. In consideration
of, and as an inducement to, the Indemnitee rendering valuable
services to the Company, the Company agrees that in the event
Indemnitee is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company will indemnify Indemnitee to the
fullest extent authorized by law, against any and all Losses and
Expenses (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Losses and
Expenses) of such Claim, whether or not such Claim proceeds to
judgment or is settled or otherwise is brought to a final
disposition, subject in each case, to the further provisions of
this Agreement.
3. Limitations on Indemnification. Notwithstanding
the provisions of Section 2, Indemnitee shall not be indemnified
and held harmless from any Losses or Expenses (a) which have been
Determined, as provided herein, to constitute an Excluded Claim;
(b) indemnifiable hereunder if and to the extent that Indemnitee
has actually received payment in connection with such Losses and
Expenses pursuant to the Certificate of Incorporation, By-laws, D&O
Insurance or otherwise; or (c) other than pursuant to the last
sentence of Section 4(d) or Section 14, in connection with any
claim or proceeding initiated by Indemnitee against the Company or
any director or officer of the Company, unless the Company has
joined in or the Board of Directors has authorized such claim or
proceeding.
4. Indemnification Procedures.
(a) Promptly after receipt by Indemnitee of notice of any
Claim, Indemnitee shall, if indemnification with respect thereto
may be sought from the Company under this Agreement, notify the
Company of the commencement thereof; provided, however, that the
failure to give such notice promptly shall not affect or limit the
Company's obligations with respect to the matters described in the
notice of such Claim, except to the extent that the Company is
prejudiced thereby. Indemnitee agrees, further, not to make any
admission or effect any settlement with respect to such Claim
without the consent of the Company, except any Claim with respect
to which the Indemnitee has undertaken the defense in accordance
with the third sentence of Section 4(d).
(b) If, at the time of the receipt of such notice, the
Company has D&O Insurance in effect, the Company shall give prompt
notice of the commencement of any Claim to the insurers in
accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of
Indemnitee, all Losses and Expenses payable as a result of such
Claim.
(c) The Company shall be obligated to pay the Expenses of
any Claim in advance of the final disposition thereof and the
Company, if appropriate, shall be entitled to assume the defense of
such Claim, with counsel reasonably satisfactory to Indemnitee,
upon the delivery to Indemnitee of reasonable written notice of
its election to do so. After delivery of such notice, the Company
will not be liable to Indemnitee under this Agreement for any legal
or other Expenses subsequently incurred by Indemnitee in connection
with such defense other than reasonable Expenses of investigation;
provided that Indemnitee shall have the right to employ its counsel
in such Claim but the fees and expenses of such counsel incurred
after delivery of notice from the Company of its assumption of such
defense shall be at the Indemnitee's expense; provided further that
if: (i) the employment of counsel by Indemnitee has been
previously authorized by the Company, (ii) Indemnitee shall have
reasonably concluded that there will be a conflict of interest
between the Company and Indemnitee in the conduct of any such
defense, or (iii) the Company shall not, in fact, have employed
counsel to assume the defense of such action, the reasonable fees
and expenses of counsel shall be at the expense of the Company.
(d) All payments on account of the Company's
indemnification obligations under this Agreement shall be made
within sixty (60) days of Indemnitee's written request therefor
unless a Determination is made that the Claims giving rise to
Indemnitee's request are Excluded Claims or otherwise not payable
under this Agreement, provided that all payments on account of the
Company's obligation to pay Expenses under Section 4(c) of this
Agreement prior to the final disposition of any Claim shall be made
within 30 days of Indemnitee's written request therefor and such
obligation shall not be subject to any such Determination but shall
be subject to Section 4(e) of this Agreement. Notwithstanding the
foregoing, such sixty (60) day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if
the Person or Persons making the Determination with respect to
entitlement to indemnification in good faith requires such
additional time for the obtaining or evaluating of documentation
and/or information relating thereto. In the event the Company takes
the position that Indemnitee is not entitled to indemnification in
connection with the proposed settlement of any Claim, Indemnitee
shall have the right at his own expense to undertake defense of any
such Claim, insofar as such proceeding involves a Claim against the
Indemnitee, by written notice given to the Company within 10 days
after the Company has notified Indemnitee in writing of its
contention that Indemnitee is not entitled to indemnification;
provided, however, that the failure to give such notice within such
10-day period shall not affect or limit the Company's obligations
with respect to any such Claim if such Claim is subsequently
determined not to be an Excluded Claim or otherwise to be payable
under this Agreement, except to the extent that the Company is
prejudiced thereby. If it is subsequently determined in connection
with such proceeding that the Indemnifiable Events are not Excluded
Claims and that Indemnitee, therefore, is entitled to be
indemnified under the provisions of Section 2 hereof, the Company
shall promptly indemnify Indemnitee and pay to Indemnitee on
account the amount of Expenses or Losses set forth in Indemnitee's
written request.
(e) Indemnitee hereby expressly undertakes and agrees to
reimburse the Company for all Losses and Expenses paid by the
Company in connection with any Claim against Indemnitee in the
event and only to the extent that a Determination shall have been
made by a court of competent jurisdiction in a decision from which
there is no further right to appeal that Indemnitee is not entitled
to be indemnified by the Company for such Losses and Expenses
because the Claim is an Excluded Claim or because Indemnitee is
otherwise not entitled to payment under this Agreement.
(f) In connection with any Determination as to whether
Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish that Indemnitee is not
so entitled.
(g) Indemnitee hereby expressly undertakes and agrees to
(i) notify (and deliver to, as applicable) the Company in writing
of any and all information or documents relating to any Claim or
matter which may entitle Indemnitee to indemnification for Losses
or Expenses under this Agreement; and (ii) to notify the Company in
writing of any and all developments relating to any Claim to which
the Company has notified Indemnitee in writing pursuant to the
terms of Section 4(d) herein of its contention that Indemnitee is
not entitled to indemnification under this Agreement.
5. Settlement. The Company shall have no obligation to
indemnify Indemnitee under this Agreement for any amounts paid by
Indemnitee in settlement of any Claim effected without the
Company's prior written consent. The Company shall not settle any
Claim in which it takes the position that Indemnitee is not
entitled to indemnification in connection with such settlement
without the prior written consent of Indemnitee, nor shall the
Company settle any Claim in any manner which would impose any Fine
or any obligation on Indemnitee, without Indemnitee's written
consent. Neither the Company nor Indemnitee shall unreasonably
withhold its or his consent to any proposed settlement.
6. Change in Control; Extraordinary Transactions. The
Company and Indemnitee agree that if there is a Change in Control
of the Company (other than a Change in Control which has been
approved by a majority of the Company's Board of Directors who were
directors immediately prior to such Change in Control), then all
Determinations thereafter with respect to the rights of Indemnitee
to be paid Losses and Expenses under this Agreement shall be made
only by a special independent counsel (the "Special Independent
Counsel") selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld) or by a court of
competent jurisdiction. The Company shall pay the reasonable fees
of such Special Independent Counsel and shall indemnify such
Special Independent Counsel against any and all reasonable expenses
(including reasonable attorneys' fees), claims, liabilities and
damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
The Company covenants and agrees that, in the event of a
Change in Control of the type described in clause (C) of Section
1(c), the Company will use its best efforts (a) to have the
obligations of the Company under this Agreement including, but not
limited to, those under Section 7, expressly assumed by the
surviving, purchasing or succeeding entity, or (b) otherwise
adequately to provide for the satisfaction of the Company's
obligations under this Agreement, in a manner reasonably acceptable
to the Indemnitee.
7. Establishment of Trust. In the event of a Potential
Change in Control, the Company shall, upon written request by
Indemnitee, create a trust (the "Trust") for the benefit of
Indemnitee and from time to time upon written request of Indemnitee
shall fund the Trust in an amount sufficient to satisfy any and all
Losses and Expenses which are actually paid or which Indemnitee
reasonably determines from time to time may be payable by the
Company under this Agreement. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation
shall be determined by the Special Independent Counsel, in any case
in which the Special Independent Counsel 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 20 days of a request by Indemnitee, any and
all Expenses to Indemnitee (and Indemnitee hereby agrees to
reimburse the Trust under the circumstances under which Indemnitee
would be required to reimburse the Company under Section 4(e) of
this Agreement); (iii) the Company shall continue to fund the Trust
from time to time in accordance with the funding obligations set
forth herein; (iv) the trustee of the Trust shall promptly pay to
Indemnitee all Losses and Expenses for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement; and (v) all
unexpended funds in the Trust shall revert to the Company upon a
final determination by a court of competent jurisdiction in a final
decision from which there is no further right of appeal that
Indemnitee has been fully indemnified under the terms of this
Agreement. The trustee of the Trust shall be chosen by Indemnitee
and shall be approved by the Company, which approval shall not be
unreasonably withheld.
8. No Presumption. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether
with or without court approval) 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 is not permitted by applicable law.
9. Non-exclusivity, Etc. The rights of Indemnitee
hereunder shall be in addition to any other rights Indemnitee may
have under the Certificate of Incorporation, the By-laws, the
Delaware General Corporation Law, any vote of stockholders or
disinterested directors or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other
capacity by holding such office, and shall continue after
Indemnitee ceases to serve the Company as a director or an officer
for so long as Indemnitee shall be subject to any Claim by reason
of (or arising in part out of) an Indemnifiable Event. To the
extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under
the Certificate of Incorporation, the By-laws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change.
Nothing contained herein shall, or be construed to, limit or
diminish the indemnification of Indemnitee, as provided by the laws
of the State of Delaware, the Company's Certificate of
Incorporation and/or By-laws, to the maximum extent provided
therein.
10. Liability Insurance. To the extent the Company
currently or in the future maintains an insurance policy or
policies providing directors' and officers' liability insurance,
Indemnitee shall be and continue to be covered by such policy or
policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any director of the Company.
11. Subrogation. In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such
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 such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit
to enforce such rights.
12. Partial Indemnity, Etc. If Indemnitee is entitled
under any provision of this Agreement to indemnification by the
Company for some or a portion of the Losses and Expenses of a Claim
but not, however, for all of the total amount thereof, the Company
shall nevertheless 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
Claims relating in whole or in part to any 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.
13. Liability of Company. Indemnitee agrees that
neither the stockholders nor the directors nor any officer,
employee, representative or agent of the Company shall be
personally liable for the satisfaction of the Company's obligations
under this Agreement and Indemnitee shall look solely to the assets
of the Company for satisfaction of any claims hereunder.
14. Enforcement. (a) Indemnitee's right to
indemnification and other rights under this Agreement shall be
specifically enforceable by Indemnitee only in the state or Federal
courts of the State of Delaware and Great Britain shall be
enforceable notwithstanding any adverse Determination by the
Company's Board of Directors, independent legal counsel, the
Special Independent Counsel or the Company's stockholders and no
such Determination shall create a presumption that Indemnitee is
not entitled to be indemnified hereunder. In any such action the
Company shall have the burden of proving that indemnification is
not required under this Agreement.
(b) In the event that any action is instituted by
Indemnitee under this Agreement, or to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be entitled to be
paid all court costs and reasonable expenses, including reasonable
counsel fees, incurred by Indemnitee with respect to such action,
unless the court determines that each of the material assertions
made by Indemnitee as a basis for such action was not made in good
faith or was frivolous.
15. Severability. In the event that any provision of
this Agreement is determined by a court to require the Company to
do or to fail to do an act which is in violation of applicable law,
such provision (including any provision within a single section,
paragraph or sentence) shall be limited or modified in its
application to the minimum extent necessary to avoid a violation of
law, and, as so limited or modified, such provision and the balance
of this Agreement shall be enforceable in accordance with their
terms to the fullest extent permitted by law.
16. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed entirely within
such State.
17. Consent to Jurisdiction. The Company and Indemnitee
each hereby irrevocably consents to the jurisdiction of the courts
of the State of Delaware and Great Britain for all purposes in
connection with any action or proceeding which arises out of or
relates to this Agreement and agrees that any action instituted
under this Agreement shall be brought only in the state and Federal
courts of the State of Delaware and Great Britain.
18. Notices. All notices or other communications
required or permitted hereunder shall be sufficiently given for all
purposes if in writing and personally delivered or sent by
registered or certified mail, return receipt requested, with
postage prepaid addressed as follows, or to such other address as
the parties shall have give notice of pursuant hereto:
(a) If to the Company, to:
Jyra Research Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx XX0 0Xx
Xxxxxxx
With a copy to:
Xxxxx Xxxxx, Esq.
Xxxxx & Xxxxx
Xxx Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) If to Indemnitee, to:
____________________________________
____________________________________
____________________________________
____________________________________
19. Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one and the same instrument.
20. Successors and Assigns. This Agreement shall be (i)
binding upon all successors and assigns of the Company, including
any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or
assets of the Company, and (ii) binding upon and inure to the
benefit of the Indemnitee and any successors and assigns, heirs,
and personal or legal representatives of Indemnitee.
21. Amendment; Waiver. No amendment, modification,
termination or cancellation of this Agreement shall be effective
unless made in a writing signed by each 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 provision hereof (whether
or not similar) nor shall such waiver constitute a continuing
waiver.
IN WITNESS WHEREOF, the Company and Indemnitee have
executed this Agreement as of the day and year first above written.
______________________________
Name:
JYRA RESEARCH INC.
By:___________________________
Name:
Title:
ATTEST:
By:___________________________
Name:
Title:
