EXHIBIT 10.16
ERRORS AND OMISSIONS DISCLOSURE AND INDEMNITY AGREEMENT
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("INDEMNITY AGREEMENT")
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a. OCEN COMMUNICATIONS, INC., A CALIFORNIA CORPORATION (hereinafter
"COMPANY") HAS BEEN INFORMED THAT XXXXX AU (hereinafter "EMPLOYEE")
DOES NOT CARRY, NOR IS PROTECTED BY PROFESSIONAL LIABILITY,
MALPRACTICE, OR ERRORS AND OMISSIONS INSURANCE, NOR HAS EMPLOYED FILED
WITH THE STATE BAR AN EXECUTED COPY OF A WRITTEN AGREEMENT
GUARANTEEING PAYMENT OF ALL CLAIMS ESTABLISHED AGAINST EMPLOYEE FOR
ERRORS OR OMISSIONS OF EMPLOYEE, IF ANY. IF THE COMPANY DESIRES
EMPLOYEE TO HAVE SUCH INSURANCE, COMPANY UNDERSTANDS AND AGREES THAT
IT MUST PAY FOR SUCH INSURANCE.
b. The Company has independently deemed that professional liability,
malpractice, and/or errors and omissions insurance for Employee is not
required. COMPANY HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS
HARMLESS EMPLOYEE FROM ANY AND ALL CLAIMS, DEMANDS, COSTS, EXPENSES,
LAWSUITS OR JUDGMENTS, INCLUDING ATTORNEYS FEES AND COURT COSTS,
RESULTING FROM ANY AND ALL EMPLOYEE'S ACTS, OMISSIONS OR ERRORS,
EXCEPT GROSS NEGLIGENCE AND WILLFUL MISCONDUCT (NOT DIRECTED BY THE
COMPANY), THAT OCCUR DURING EMPLOYEE'S EMPLOYMENT WITH THE COMPANY,
AND/OR RELATE TO OR ARISE OUT OF THE SERVICES EMPLOYEE PERFORMS AT THE
REQUEST OF, ON BEHALF OF, AND/OR FOR THE COMPANY.
c. This Agreement may not be modified or amended except by a written
instrument executed or on behalf of each of the parties to this
Agreement.
d. The obligations of the Company set forth in paragraphs "a" and "b"
above survive the term or termination of Employee's employment with
the company.
e. This Agreement will be construed in accordance with, and the rights of
the parties will be governed by, the substantive laws of the State of
California.
f. This Agreement may be executed in multiple counterparts, each of which
will be deemed an original and all of which taken together will
constitute one instrument.
g. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, whether written or
oral, between parties with respect to the subject matter of this
Agreement, and there are no representations, understandings or
agreements relating to this Agreement that are not fully expressed
herein.
Agreed to on behalf of the Company on this date, 1/11/00.
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By:___________________________________
Xxxxxx Eng
CEO
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