INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") effective July 1,
2004, is by and between Doubletree Liquidation Corporation, a Minnesota
Corporation ("Doubletree"), having its principal offices at 0000
Xxxxxxxx Xxxx Xxxxxx, Xxxxxxxx, XX, and ISA Internationale, Inc., a
Delaware Corporation ("ISAI"), having its principal offices at 0000 Xx.
Xxxx Xx., Xx. Xxxx, XX.
AGREEMENT
A. ISAI has certain debts in the amount of $868,500 and Doubletree
desires to assume those debts and guarantee their payment.
B. It is the intention of the parties hereto that (i) Doubletree
shall assume certain debts of ISAI as described in Exhibit A to this
Agreement and guarantee their payment at its own expense; and (ii) ISAI
agrees to compensate Doubletree for this indemnification by issuing
1,200,000 shares of common stock of ISAI to Doubletree.
C. For a period of five (5) year(s) from the Closing, Doubletree
agrees to indemnify and hold harmless ISAI, its officers, directors and
principal shareholders, at all times up to five (5) year(s) after the
date of this Agreement against and in respect of any liability, damage,
or deficiency, all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses, including attorneys' fees, incident to
any of the foregoing, resulting from any material misrepresentation
made by any indemnifying party to an indemnified party, an indemnifying
party's breach of a covenant or warranty or an indemnifying party's
non-fulfillment of any agreement hereunder. This provision shall not be
construed to be a waiver of any lawful indemnification provision
contained in the charter or By-Laws, as permitted by Federal or State
law.
D. If the indemnified party receives written notice of the
commencement of any legal action, suit or proceeding with respect to
which the indemnifying party is or may be obligated to provide
indemnification pursuant to this Section, the indemnified party shall,
within 30 days of the receipt of such written notice, give the
indemnifying party written notice thereof (a "Claim Notice"). Failure
to give such Claim Notice within such 30 day period shall not
constitute a waiver by the indemnified party or its rights to indemnity
hereunder with respect to such action, suit or proceeding unless the
defense thereof is prejudiced thereby. Upon receipt by the indemnifying
party of a Claim Notice from the indemnified party with respect to any
claim for indemnification which is based upon a claim made by a third
party ("Third Party Claim"), the indemnifying party may assume the
defense of the Third Party Claim with counsel of its own choosing, as
described below. The indemnified party shall cooperate in the defense
of the Third Party
Claim and shall furnish such records, information and testimony and
attend all such conferences, discovery proceedings, hearings, trials
and appeals as may be reasonably required in connection therewith. The
indemnified party shall have the right to employ its own counsel in any
such action, but the fees and expenses of such counsel shall be at the
expense of the indemnified party unless the indemnifying party shall
not have with reasonable promptness employed counsel to assume the
defense of the Third Party Claim, in which event such fees and expenses
shall be borne solely by the indemnifying party. The indemnifying party
shall not satisfy or settle any Third Party Claim for which
indemnification has been sought and is available hereunder, without the
prior written consent of the indemnified party, which consent shall not
be delayed or which shall not be required if the indemnified party is
granted a release in connection therewith. If the indemnifying party
shall fail with reasonable promptness to defend such Third Party Claim,
the indemnified party may defend, satisfy or settle the Third Party
Claim at the expense of the indemnifying party and the indemnifying
party shall pay to the indemnified party the amount of such Loss within
ten days after written demand thereof. The indemnification provisions
hereof shall survive the termination of this Agreement.
E. The waiver of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no way
constitute waiver as to future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
F. This Agreement may be amended or modified only by an instrument
of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
G. This Agreement shall be construed, and the legal relations
between the parties determined, in accordance with the laws of the
State of Minnesota, thereby precluding any choice of law rules that may
direct the application of the laws of any other jurisdiction.
H. This Agreement shall be binding upon the parties hereto and inure
to the benefit of the parties, their respective heirs, administrators,
executors, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
DOUBLETREE LIQUIDATION CORPORATION
/s/By: Xxxxxxx X. Xxxxxx,
Its Vice- President
ISA INTERNATIONALE INC.
/s/By: Xxxxxxx X. Xxxxxxxx
Its President
