INDEMNIFICATION AGREEMENT
THIS
INDEMNIFICATION AGREEMENT is made and entered into as of the __th day of
_________, 20___ (the “Agreement”), by and between
Neah Power Systems, Inc., a Nevada corporation (the “Company”), and
_________________________ (the “Indemnitee”), with reference
to the following facts:
A. The
Company desires the benefits of having Indemnitee serve as an officer and/or
director secure in the knowledge that any expenses, liability and/or losses
incurred by him or her in his or her good faith service to the Company will be
borne by the Company or its successors and assigns.
B. Indemnitee
is willing to serve in his or her position with the Company only on the
condition that he or she be indemnified for such expenses, liability and/or
losses.
C. The
Company and Indemnitee recognize the increasing difficulty in obtaining
liability insurance for directors, officers and agents of a corporation at
reasonable cost.
D. The
Company and Indemnitee recognize that there has been an increase in litigation
against corporate directors, officers and agents.
E. The
Company’s Bylaws, as amended and restated, provide for the indemnification of
officers and directors, and further provide that the rights of indemnification
provided in the Bylaws are not exclusive of other rights a person may have,
including rights under agreements.
F. Section
78.751 of the Nevada General Corporation Law permits a corporation organized
under Nevada law to enter into agreements with respect to
indemnification.
NOW,
THEREFORE, the parties hereby agree as follows:
1. Definitions. For purposes of
this Agreement:
1.1 “Agent” shall mean any person
who is or was a director, officer, employee or agent of the Company, or a
subsidiary of the Company whether serving in such capacity or as a director,
officer, employee, agent, fiduciary or other official of another corporation,
joint venture, trust or other enterprise at the request of, for the convenience
of, or to represent the interests of the Company or a subsidiary of the
Company.
1.2 “Change of Control” shall mean
the occurrence of any of the following events after the date of this
Agreement:
(a) A
change in the composition of the board of directors of the Company (the “Board”), as a result of which
fewer than two-thirds of the incumbent directors are directors who either (a)
had been directors of the Company 24 months prior to such change or (b) were
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the directors who had been directors of the Company 24
months prior to such change and who were still in office at the time of the
election or nomination; or
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(b) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”), as amended),
through the acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 50 percent or more of the combined voting power of the Company’s
then outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors (the
“Capital Stock”);
provided, however, that any change in ownership of the Company’s securities by
any person resulting solely from a reduction in the aggregate number of
outstanding shares of Capital Stock, and any decrease thereafter in such
person’s ownership of securities, shall be disregarded until such person
increases in any manner, directly or indirectly, such person’s beneficial
ownership of any securities of the Company.
1.3 “Disinterested Director” shall
mean a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is being sought by Indemnitee.
1.4 “Expenses” shall be broadly
construed and shall include, without limitation, (a) all direct and indirect
costs incurred, paid or accrued, (b) all attorneys’ fees, retainers, court
costs, transcripts, fees of experts, witness fees, travel expenses, food and
lodging expenses while traveling, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service, freight or other transportation
fees and expenses, (c) all other disbursements and out-of-pocket expenses, (d)
amounts paid in settlement, to the extent not prohibited by Nevada Law, and (e)
reasonable compensation for time spent by Indemnitee for which he or she is
otherwise not compensated by the Company or any third party, actually and
reasonably incurred in connection with or arising out of a Proceeding, including
a Proceeding by Indemnitee to establish or enforce a right to indemnification
under this Agreement, applicable law or otherwise.
1.5 “Independent Counsel” shall
mean a law firm or a member of a law firm that neither is presently nor in the
past five years has been retained to represent: (a) the Company, an
affiliate of the Company or Indemnitee in any matter material to either party or
(b) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s right to indemnification under this Agreement.
1.6 “Liabilities” shall mean
liabilities of any type whatsoever, including, but not limited to, judgments or
fines, ERISA or other excise taxes and penalties, and amounts paid in settlement
(including all interest, assessments or other charges paid or payable in
connection with any of the foregoing) actually and reasonably incurred by
Indemnitee in connection with a Proceeding.
1.7 “Nevada Law” means the Nevada
General Corporation Law, as amended and in effect from time to time or any
successor or other statutes of Nevada having similar import and
effect.
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1.8 “Proceeding” shall mean any
pending, threatened or completed action, hearing, suit or any other proceeding,
whether civil, criminal, arbitrative, administrative, investigative or any
alternative dispute resolution mechanism, including without limitation any such
Proceeding brought by or in the right of the Company.
2. Employment
Rights and Duties. Subject to any other
obligations imposed on either of the parties by contract or by law, and with the
understanding that this Agreement is not intended to confer employment rights on
either party which they did not possess on the date of its execution, Indemnitee
agrees to serve as a director or officer so long as he or she is duly appointed
or elected and qualified in accordance with the applicable provisions of the
Articles of Incorporation (the “Articles”) and Bylaws (the
“Bylaws”) of the Company
or any subsidiary of the Company and until such time as he or she resigns or
fails to stand for election or until his or her employment terminates.
Indemnitee may from time to time also perform other services at the request, or
for the convenience of, or otherwise benefiting the
Company. Indemnitee may at any time and for any reason resign or be
removed from such position (subject to any other contractual obligation or other
obligation imposed by operation of law), in which event the Company shall have
no obligation under this Agreement to continue Indemnitee in any such
position.
2.1 Directors’ and Officers’
Insurance.
(a) The
Company hereby covenants and agrees that, so long as Indemnitee shall continue
to serve as a director or officer of the Company and thereafter so long as
Indemnitee shall be subject to any possible Proceeding, the Company, subject to
Section 2.1(c), shall maintain
directors’ and officers’ insurance in full force and effect.
(b) In
all policies of directors’ and officers’ insurance, Indemnitee shall be named as
an insured in such a manner as to provide Indemnitee the same rights and
benefits, subject to the same limitations, as are accorded to the Company’s
directors or officers most favorably insured by such policy.
(c) The
Company shall have no obligation to maintain directors’ and officers’ insurance
if the Company determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, or the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit.
(d) If,
at the time of the receipt by the Company of a notice of a “Claim” as that term or any
similar term is defined under any policy of directors’ and officers’ liability
insurance maintained by the Company, the Company shall give prompt notice of the
commencement of such Claim to the insurer(s) 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 amounts payable as a result of such Claim in accordance with
the terms of such policies.
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3. Indemnification. The Company shall indemnify
Indemnitee to the fullest extent authorized or permitted by Nevada Law in effect
on the date hereof, and as Nevada Law may from time to time be amended (but, in
the case of any such amendment, only to the extent such amendment permits the
Company to provide broader indemnification rights than Nevada Law permitted the
Company to provide before such amendment). Without in any way
diminishing the scope of the indemnification provided by this Section 3, the Company shall indemnify Indemnitee
if and whenever he or she is or was a witness, party or is threatened to be made
a witness or a party to any Proceeding, by reason of the fact that he or she is
or was an Agent or by reason of anything done or not done, or alleged to have
been done or not done, by him or her in such capacity, against all Expenses and
Liabilities actually and reasonably incurred by Indemnitee or on his or her
behalf in connection with the investigation, defense, settlement or appeal of
such Proceeding. In addition to, and not as a limitation of, the foregoing, the
rights of indemnification of Indemnitee provided under this Agreement shall
include those rights set forth in Sections 4, 5 and 6 below.
4. Payment of
Expenses.
4.1 All
Expenses incurred by or on behalf of Indemnitee shall be advanced by the Company
to Indemnitee within 20 days after the receipt by the Company of a written
request for such advance which may be made from time to time, whether prior to
or after final disposition of a Proceeding (unless there has been a final
determination by a court of competent jurisdiction that Indemnitee is not
entitled to be indemnified for such Expenses). Indemnitee’s
entitlement to advancement of Expenses shall include those incurred in
connection with any Proceeding by Indemnitee seeking a determination, an
adjudication or an award in arbitration pursuant to this
Agreement. The requests shall reasonably evidence the Expenses
incurred by Indemnitee in connection therewith. Indemnitee hereby
undertakes to repay the amounts advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified pursuant to the terms of this
Agreement.
4.2 Notwithstanding
any other provision in this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
Indemnitee in connection therewith.
5. Procedure for Determination
of Entitlement to Indemnification.
5.1 Whenever
Indemnitee believes that he or she is entitled to indemnification pursuant to
this Agreement, Indemnitee shall submit a written request for indemnification
(the “Indemnification
Request”) to the Company to the attention of the Chief Executive Officer
with a copy to the Corporate Secretary. This request shall include
documentation or information which is necessary for the determination of
entitlement to indemnification and which is reasonably available to
Indemnitee. Determination of Indemnitee’s entitlement to
indemnification shall be made no later than 60 days after receipt of the
Indemnification Request. The Chief Executive Officer or the Secretary
shall, promptly upon receipt of Indemnitee’s request for indemnification, advise
the Board in writing that Indemnitee has made such request for
indemnification.
5.2 The
Indemnification Request shall set forth Indemnitee’s selection of which of the
following forums shall determine whether Indemnitee is entitled to
indemnification:
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(1) A
majority vote of a quorum of the Board consisting of Directors who are not
parties to the action with respect to which indemnification is
sought.
(2) A
written opinion of an Independent Counsel (provided that a quorum as set forth
in (1) above does not exist or if such Directors as set forth in (1) above so
direct).
(3) A
majority vote of the stockholders.
(4) The
court in which the Proceeding is or was pending upon application by
Indemnitee. The Company agrees to bear any and all costs and expenses
incurred by Indemnitee or the Company in connection with the determination of
Indemnitee’s entitlement to indemnification by any of the above
forums.
6. Presumptions
and Effect of Certain Proceedings. No initial finding by the
Board, its counsel, Independent Counsel, arbitrators or the stockholders shall
be effective to deprive Indemnitee of the protection of this indemnity, nor
shall a court or other forum to which Indemnitee may apply for enforcement of
this indemnity give any weight to any such adverse finding in deciding any issue
before it. Upon making a request for indemnification, Indemnitee
shall be presumed to be entitled to indemnification under this Agreement and the
Company shall have the burden of proof by clear and convincing evidence to
overcome that presumption in reaching any contrary determination. The
termination of any Proceeding by judgment, order, settlement, arbitration award
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, (a) adversely affect the rights of Indemnitee to indemnification
except as indemnification may be expressly prohibited under this Agreement, (b)
create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the Company or (c) with respect to any criminal action or
proceeding, create a presumption that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.
7. Remedies of Indemnitee in
Cases of Determination not to Indemnify or to Advance
Expenses.
7.1 In
the event that (a) an initial determination is made that Indemnitee is not
entitled to indemnification, (b) advances for Expenses are not made when and as
required by this Agreement, (c) payment has not been timely made following a
determination of entitlement to indemnification pursuant to this Agreement or
(d) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall
be entitled to a final adjudication in a court of competent jurisdiction of his
or her entitlement to such indemnification or advance. Alternatively, Indemnitee
at his or her option may seek an award in arbitration. If the parties
are unable to agree on an arbitrator, the parties shall provide JAMS (“JAMS”)
with a statement of the nature of the dispute and the desired qualifications of
the arbitrator. JAMS will then provide a list of three available
arbitrators. Each party may strike one of the names on the list, and
the remaining person will serve as the arbitrator. If both parties
strike the same person, JAMS will select the arbitrator from the other two
names. The arbitration award shall be made within 90 days following
the demand for arbitration. Except as set forth herein, the
provisions of Nevada Law shall apply to any such arbitration. The
Company shall not oppose Indemnitee’s right to seek any such adjudication or
arbitration award. In any such proceeding or arbitration Indemnitee
shall be presumed to be entitled to indemnification under this Agreement and the
Company shall have the burden of proof by clear and convincing evidence to
overcome that presumption.
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7.2 An
initial determination, in whole or in part, that Indemnitee is not entitled to
indemnification shall create no presumption in any judicial proceeding or
arbitration that Indemnitee has not met the applicable standard of conduct for,
or is otherwise not entitled to, indemnification.
7.3 If
an initial determination is made or deemed to have been made pursuant to the
terms of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in the absence of (a) a
misrepresentation of a material fact by Indemnitee in the request for
indemnification or (b) a specific finding (which has become final) by a court of
competent jurisdiction that all or any part of such indemnification is expressly
prohibited by law.
7.4 The
Company and Indemnitee agree herein that a monetary remedy for breach of this
Agreement, at some later date, will be inadequate, impracticable and difficult
of proof, and further agree that such breach would cause Indemnitee irreparable
harm. Accordingly, the Company and Indemnitee agree that Indemnitee
shall be entitled to temporary and permanent injunctive relief to enforce this
Agreement without the necessity of proving actual damages or irreparable
harm. The Company and Indemnitee further agree that Indemnitee shall
be entitled to such injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of
posting bond or other undertaking in connection therewith. Any such
requirement of bond or undertaking is hereby waived by the Company, and the
Company acknowledges that in the absence of such a waiver, a bond or undertaking
may be required by the court.
7.5 The
Company shall be precluded from asserting that the procedures and presumptions
of this Agreement are not valid, binding and enforceable. The Company
shall stipulate in any such court or before any such arbitrator that the Company
is bound by all the provisions of this Agreement and is precluded from making
any assertion to the contrary.
7.6 Expenses
incurred by Indemnitee in connection with his or her request for indemnification
under, seeking enforcement of, or to recover damages for breach of this
Agreement shall be borne and advanced by the Company.
8. Other
Rights to Indemnification. Indemnitee’s rights of
indemnification and advancement of expenses provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may now or in the
future be entitled under applicable law, the Articles, the Bylaws, an employment
agreement, a vote of stockholders or Disinterested Directors, insurance or other
financial arrangements or otherwise.
9. Limitations
on Indemnification. No indemnification pursuant
to Section 3 shall be paid by the
Company nor shall Expenses be advanced pursuant to Section 3:
9.1 Insurance. To the extent that
Indemnitee is reimbursed pursuant to such insurance as may exist for
Indemnitee’s benefit. Notwithstanding the availability of such
insurance, Indemnitee also may claim indemnification from the Company pursuant
to this Agreement by assigning to the Company any claims under such insurance to
the extent Indemnitee is paid by the Company. Indemnitee shall
reimburse the Company for any sums he or she receives as indemnification from
other sources to the extent of any amount paid to him or her for that purpose by
the Company;
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9.2 Section
16(b). On account
and to the extent of any wholly or partially successful claim against Indemnitee
for an accounting of profits made from the purchase or sale by Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b) or the
Securities Exchange Act of 1934, as amended, and amendments thereto or similar
provisions of any federal, state or local statutory law; or
9.3 Indemnitee’s
Proceedings.
Except as otherwise provided in this Agreement, in connection with all or any
part of a Proceeding which is initiated or maintained by or on behalf of
Indemnitee, or any Proceeding by Indemnitee against the Company or its
directors, officers, employees or other agents, unless (a) such indemnification
is expressly required to be made by Nevada Law, (b) the Proceeding was
authorized by a majority of the Disinterested Directors (c) there has been a
Change of Control or (d) such indemnification is provided by the Company, in its
sole discretion, pursuant to the powers vested in the Company under Nevada
Law.
10. Duration
and Scope of Agreement; Binding Effect. This Agreement shall
continue so long as Indemnitee shall be subject to any possible Proceeding
subject to indemnification by reason of the fact that he or she is or was an
Agent and shall be applicable to Proceedings commenced or continued after
execution of this Agreement, whether arising from acts or omissions occurring
before or after such execution. This Agreement shall be binding upon
the Company and its successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company) and shall inure to
the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors, administrators and other legal representatives.
11. Notice by
Indemnitee and Defense of Claims. Indemnitee agrees promptly
to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
matter which may be subject to indemnification hereunder, whether civil,
criminal, arbitrative, administrative or investigative; but the omission so to
notify the Company will not relieve it from any liability which it may have to
Indemnitee if such omission does not actually prejudice the Company’s rights
and, if such omission does prejudice the Company’s rights, it will relieve the
Company from liability only to the extent of such prejudice; nor will such
omission relieve the Company from any liability which it may have to Indemnitee
otherwise than under this Agreement. With respect to any
Proceeding:
(a) The
Company will be entitled to participate therein at its own expense;
(b) Except
as otherwise provided below, to the extent that it may wish, the Company jointly
with any other indemnifying party similarly notified will be entitled to assume
the defense thereof, with counsel reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its
election so to assume the defense thereof and the assumption of such defense,
the Company will not be liable to Indemnitee under this Agreement for any
attorney fees or costs subsequently incurred by Indemnitee in connection with
Indemnitee’s defense except as otherwise provided below. Indemnitee
shall have the right to employ his or her counsel in such Proceeding but the
fees and expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof and the assumption of such defense shall be at
the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has
been authorized by the Company, (ii) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in
the conduct of the defense of such action or that the Company’s counsel may not
be adequately representing Indemnitee or (iii) the Company shall not in fact
have employed counsel to assume the defense of such action, in each of which
cases the fees and expenses of counsel shall be at the expense of the Company;
and
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(c) The
Company shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any action or claim effected without its written
consent. The Company shall not settle any action or claim which would
impose any limitation or penalty on Indemnitee without Indemnitee’s written
consent. Neither the Company nor Indemnitee will unreasonably
withhold its consent to any proposed settlement.
11.2 Contribution. In order to provide for just
and equitable contribution in circumstances in which the indemnification
provided for in this Agreement is held by a court of competent jurisdiction to
be unavailable to Indemnitee in whole or part, the Company shall, in such an
event, after taking into account, among other things, contributions by other
directors and officers of the Company pursuant to indemnification agreements or
otherwise, and, in the absence of personal enrichment, acts of intentional fraud
or dishonesty or criminal conduct on the part of Indemnitee, contribute to the
payment of Indemnitee’s losses to the extent that, after other contributions are
taken into account, such losses exceed: (i) in the case of a director of the
Company or any of its subsidiaries who is not an officer of the Company or any
of such subsidiaries, the amount of fees paid to the director for serving as a
director during the 12 months preceding the commencement of the Proceeding; or
(ii) in the case of a director of the Company or any of its subsidiaries who is
also an officer of the Company or any of such subsidiaries, the amount set forth
in clause (i) plus 5% of the aggregate cash compensation paid to said director
for service in such office(s) during the 12 months preceding the commencement of
the Proceeding; or (iii) in the case of an officer of the Corporation or any of
its subsidiaries, 5% of the aggregate cash compensation paid to such officer for
service in such office(s) during the 12 months preceding the commencement of
such Proceeding.
12. Period of
Limitations. No legal action
shall be brought and no cause of action shall be asserted by or in the right of
the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two year period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.
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13. Miscellaneous
Provisions.
13.1 Severability;
Partial Indemnity. If any provision or
provisions of this Agreement (or any portion thereof) shall be held by a court
of competent jurisdiction to be invalid, illegal or unenforceable for any reason
whatever: (a) such provision shall be limited or modified in its application to
the minimum extent necessary to avoid the invalidity, illegality or
unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby; and (c) to the fullest extent possible, the
provisions of this Agreement shall be construed so as to give effect to the
intent manifested by the provision (or portion thereof) held invalid, illegal or
unenforceable. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for some or a portion of any Expenses or
Liabilities of any type whatsoever incurred by him or her in the investigation,
defense, settlement or appeal of a Proceeding but not entitled to all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
such total amount except as to the portion thereof for which it has been
determined pursuant to Section 5 hereof
that Indemnitee is not entitled.
13.2 Identical
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.
13.3 Interpretation
of Agreement. It
is understood that the parties hereto intend this Agreement to be interpreted
and enforced so as to provide indemnification to Indemnitee to the fullest
extent not now or hereafter prohibited by law.
13.4 Headings. The headings of the Sections
and paragraphs of this Agreement are inserted for convenience only and shall not
be deemed to constitute part of this Agreement or to affect the construction
thereof.
13.5 Modification
and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties to this Agreement. No
waiver of any provision of this Agreement shall be deemed to constitute a waiver
of any of the provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver. No waiver of any provision of this
Agreement shall be effective unless executed in writing.
13.6 Notices. All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed or
(ii) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed:
(a) If to
Indemnitee, to:
_____________________________
_____________________________
_____________________________
Telephone:
____________________
Telefax:
______________________
(b) If
to the Company to:
00000
00xx Xxxxxx XX, Xxxxx 000
Xxxxxxx,
Xxxxxxxxxx
Telephone:
(000) 000-0000
Telefax:
(000) 000-0000
Attention:
Board of Directors
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or to
such other address as may have been furnished to Indemnitee by the Company or to
the Company by Indemnitee, as the case may be.
13.7 Governing
Law. The parties
agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada, as applied to contracts
between Nevada residents entered into and to be performed entirely within
Nevada.
13.8 Entire
Agreement. This
Agreement represents the entire agreement between the parties hereto, and there
are no other agreements, contracts or understandings between the parties hereto
with respect to the subject matter of this Agreement, except as specifically
referred to herein or as provided in Sections 8 and 2.1 hereof.
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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
on the day and year first above written.
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