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Exhibit 10.19
INDEMNIFICATION AGREEMENT
THIS AGREEMENT dated as of __________, _______, by and between
HealthGate Data Corp., a Delaware corporation (the "Corporation"), and
_____________ ("Indemnitee").
WITNESSETH
WHEREAS, it is essential to the Corporation to retain and attract as
Directors and Officers the most capable persons available, and
WHEREAS, it is the policy of the Corporation to indemnify its Directors
and Officers so as to provide them with the maximum possible protection
permitted by law, and
WHEREAS, Indemnitee may not be willing to continue to serve as a
Director or Officer, as the case may be, without full and adequate protection,
and the Corporation desires Indemnitee to serve in such capacity.
NOW, THEREFORE, in consideration of the premises and Indemnitee's
continued service as a Director or Officer, as the case may be, of the
Corporation after the date hereof, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by each
of the parties hereto, it is hereby agreed as follows:
1. Definitions. As used in this Agreement:
(a) The term "Proceeding" shall mean any threatened, pending
or completed action, suit or proceeding, whether brought in the name of
the Corporation or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which Indemnitee may be or
may have been involved as a party or otherwise, by reason of the fact
that Indemnitee is or was a Director or Officer of the Corporation, or
by reason of any action taken by Indemnitee or of any inaction on
Indemnitee's part while serving as such a Director or Officer, or by
reason of the fact that Indemnitee is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
affiliated with the Corporation, whether or not Indemnitee is still
serving as a Director or Officer of the Corporation and/or such other
enterprise at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this Agreement.
(b) The term "Expenses" includes, without limitation thereto,
(i) all expenses of investigations, judicial or administrative
proceedings or appeals, (ii) all damages, judgments, fines and amounts
paid in settlement by or on behalf of Indemnitee, (iii) all attorneys'
fees and disbursements incurred by Indemnitee in connection with any
Proceeding, this Agreement, or any other matter involving
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the Corporation, and (iv) all attorneys' fees, disbursements and
expenses of establishing a right to indemnification under this
Agreement.
2. Indemnity. Subject only to the limitations set forth in Section 3 of
this Agreement, the Corporation shall pay on behalf of Indemnitee all
Expenses actually and reasonably incurred by Indemnitee in connection
with and/or as a consequence of any Proceeding.
3. Advance Payment of Costs. All Expenses incurred by Indemnitee in
connection with and/or as a consequence of a Proceeding shall be
promptly paid by the Corporation, as incurred and in the advance of the
final determination of such Proceeding, and in any event within thirty
(30) days of receipt by the Corporation of an invoice with respect
thereto. Indemnitee hereby agrees to repay to the Corporation any
amounts advanced to Indemnitee hereunder in the event as a consequence
of any final determination of a Proceeding, the Corporation shall be
prohibited by applicable law from indemnifying Indemnitee for such
amounts. For purposes hereof, the phrase a "final determination of a
Proceeding" shall mean a decision by a court having the legal authority
to make such a decision, which decision has become final and from which
no appeal or other review proceeding is possible.
4. Enforcement. The right to indemnification as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent
jurisdiction.
5. Indemnification Hereunder Not Exclusive. The indemnification provided
by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may be entitled under the Certificate of
Incorporation, the By-Laws, any agreement, any vote of shareholders or
disinterested Directors, the General Corporation Law of the State of
Delaware, or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such
office. The indemnification under this Agreement shall continue as to
Indemnitee even though Indemnitee may have ceased to be a Director or
Officer and shall inure to the benefit of the heirs and personal
representatives of Indemnitee. This Agreement shall remain in full
force and effect until the later of the final determination of any and
all Proceedings now existing or hereinafter arising and the fulfillment
by the Corporation of all of its obligations hereunder.
6. Savings Clause. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify Indemnitee as to Expenses
with respect to any Proceeding to the maximum extent permitted by law.
If any provision of this Agreement shall be invalidated on any ground
by any court of competent jurisdiction, then all other provisions of
this Agreement shall remain operative and in full force and effect
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7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute the original.
8. Applicable Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware.
9. Successors and Assigns. This Agreement shall be binding upon the
Corporation and its successors and assigns.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed and signed as of the day and year first above written.
HealthGate Data Corp.
(The "Corporation")
By:________________________________
___________________________________
[Name]
