EXHIBIT 1.0
INDEMNIFICATION AGREEMENT
This Services Agreement (this "Agreement") is made as of August
18, 1999, by and between TeleSpectrum Worldwide Inc., a Delaware
corporation (the "Company"), and X.X. Xxxxxx Securities Inc., a Delaware
corporation ("X.X. Xxxxxx").
BACKGROUND
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On July 19, 1999, TeleSpectrum became obligated to issue 275,153
shares of its common stock to five of its shareholders in settlement of
litigation in relation to IDRC (the "Settlement Shares").
On August 18, 1999, TeleSpectrum filed a Form S-3 with the
Securities and Exchange Commission to register for resale the Settlement
Shares.
X.X. Xxxxxx is facilitating the resale of the Settlement Shares
on behalf of the selling shareholders.
WITNESSETH
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, each intending to be legally bound hereby, agree as follows:
The Company agrees to indemnify and hold harmless X.X. Xxxxxx
Securities Inc. ("X.X. Xxxxxx") and each person, if any, who controls X.X.
Xxxxxx within the meaning of either Section 15 of the Securities Act of
1933 or Section 20 of the Securities Exchange Act of 1934, from and against
any and all losses, claims, damages and liabilities (including, without
limitation, the legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement filed by the Company with the Securities and
Exchange Commission on Form S-3 (registration number 333-___), including
any documents incorporated by reference therein (the "Registration
Statement") or the prospectus contained in the Registration Statement (as
amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by any
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities
are caused by any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information
relating to X.X. Xxxxxx furnished to the Company in writing by X.X. Xxxxxx
expressly for use therein.
If the indemnification provided for in the foregoing paragraph is
unavailable to X.X. Xxxxxx or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then the Company, in
lieu of indemnifying X.X. Xxxxxx thereunder, shall contribute to the amount
paid or payable by X.X. Xxxxxx as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and X.X. Xxxxxx on the
other hand as well as the relative fault of the Company on the one hand and
X.X. Xxxxxx on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of
the Company on the one hand and X.X. Xxxxxx on the other hand shall be
determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first written above.
TELESPECTRUM WORLDWIDE INC.
By:
______________________________
Name:
Title:
X.X. XXXXXX SECURITIES INC.
By:
______________________________
Name:
Title:
