INDEMNITY
Exhibit
10.27
INDEMNITY
NOW
THEREFORE IN CONSIDERATION OF ____________________ (hereinafter called the
“Indemnified Party”) agreeing to act, or to continue to act, as a director
and/or officer of Northern Alberta Oil Ltd. (hereinafter referred to as "NAOL”),
NAOL and Deep Well Oil & Gas, Inc. (hereinafter referred to as "DWOG")
hereby covenants and agrees to indemnity and hold harmless the Indemnified
Party
and his or her heirs and legal representatives, from and against all costs,
charges, legal fees and expenses, and all claim, demands, actions, or damages,
including any amount paid to settle an action or satisfy a Judgment, incurred
by
the indemnified Party in respect of any civil, criminal or administrative action
or proceeding to which the Indemnified Party is made a party by reason of being
or having been a director, officer and or employee of NAOL it:
(a)
the
Indemnified Party acted honestly and In good faith with a view to the best
interests of XXXX; and
(b)
in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, the Indemnified Party had reasonable grounds for
believing his or her conduct was lawful.
If
any
claim, action, demand or proceeding whatsoever is asserted against the
Indemnified Party in respect of which this indemnity might reasonably be
considered to be applicable (such claim, action, demand or proceeding being
hereafter referred to as a “claim”), the Indemnified Party shall promptly notify
NAOL and DWOG in writing of the nature of such claim. and NAOL and/or DWOG
shall
be entitled (but not required) to participate in the defence of any suit brought
to enforce the claim. In any event, NAOL and/or DWOG shall be entitled (but
not
required) to participate in the selection of legal counsel for the defence
of
any claim. All legal and other expenses incurred by the Indemnified Party in
connection with the defence of a claim shall be paid directly by XXXX and DWOG
on a monthly basis.
In
the
event that the Indemnified Party is required to pay tax or interest, by any
applicable Canadian federal or provincial law requiring payment of tax
calculated on or with respect to any amount payable as an indemnity pursuant
hereto (the amount payable being hereinafter called the "Indemnity”). NAOL and
DWOG shall pay to the Indemnified Party forthwith on written demand accompanied
by proof of the amount so payable having been given by the Indemnified Party
to
NAOL and DWOG, the amount by which the aggregate of all taxes and interest
payable by the Indemnified Party when the tax or interest payable on or in
respect of the Indemnity are included in the calculation of the aggregate of
all
taxes and interest payable by the Indemnified Party, exceeds the aggregate
amount of all taxes, and interest that would be payable by the Indemnified
Party
if no taxes were payable by the Indemnified Party or in respect of the
indemnity.
Expenses
incurred by the Indemnified Party against which he is indemnified pursuant
hereto shall be paid promptly by XXXX and DWOG upon receipt of a written request
and reasonable proof of payment from the Indemnified Party. The Indemnified
Party shall be required to refund any advance where a court of competent
jurisdiction determines that such indemnification is not available under
applicable law.
In
the
event that any action is instituted by the Indemnified Party hereunder to
enforce or interpret any of the terms hereof, the Indemnified Party shall be
entitled to be paid all court costs and expenses, including reasonable legal
fees, incurred by the Indemnified Party with respect to such action, unless
as
part of such action, the court of competent jurisdiction determines that
material assertions made by the Indemnified Party as a basis for such action
were not made in good faith or were frivolous.
This
indemnity shall also apply to any future appointments, either as a director
or
officer, to any of NAOL's subsidiary or affiliated corporations that the
Indemnified Party agrees to undertake at NAOL's request.
This
indemnity is in addition to and not in substitution for any indemnity which
may
be available to the officers and/or directors of NAOL by private contract or
under the by-laws of NAOL or the Alberta Business Corporations Act.
DATED
at
the City of Edmonton, in the Province of Alberta, this ____ day of _____, 2005
and
effective
as and from the date the Indemnified Party was first elected or appointed as
a
director and/or officer as documented in XXXX's Minute Book.
| NORTHERN ALSERTA OIL LTD. | ||
| |
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| Per: | ||
| Per: | ||
| DEEP WELL OIL & GAS, INC. | ||
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| Per: | ||
| Per: | ||
| Witness: | ||
