Exhibit 10.32


 


INDEMNIFICATION
AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made and entered into as of               
      , 20     between Tangoe, Inc., a Delaware corporation (the “Company”), and                                     (the
“Indemnitee”),
designated by                                     
(“[Fund]”) to serve as a director of the
Company.


 


WITNESSETH THAT:


 


WHEREAS, Indemnitee performs a valuable service for the Company; and


 


WHEREAS, the Amended and
Restated Certificate of Incorporation of the Company (as may be amended, the “Restated Certificate”) provides for the indemnification of
the officers and directors of the Company to the maximum extent authorized by Section 145
of the Delaware General Corporation Law, as amended (the “Law”);
and


 


WHEREAS, the Restated
Certificate and the Law, by their nonexclusive nature, permit contracts between
the Company and the officers or directors of the Company with respect to
indemnification of such officers or directors; and


 


WHEREAS, in accordance
with the authorization as provided by the Law, the Company may purchase and
maintain a policy or policies of directors’ and officers’ liability insurance (“D & O
Insurance”), covering certain liabilities which may be incurred by its officers
or directors in the performance of their obligations to the Company;


 


WHEREAS, Indemnitee is a representative of (“[Fund]”)
and has certain rights to indemnification and/or insurance provided by (“[Fund]”) which Indemnitee and Indemnitee’s Affiliated Investor (as defined herein) intend
to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s
acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board; and


 


WHEREAS, in order to
induce Indemnitee[’s Affiliated Investor to make an investment
in the Company and to induce Indemnitee] to serve as
a director of the Company, the Company has determined and agreed to enter into
this contract with and for the benefit of Indemnitee
and Indemnitee’s Affiliated Investor;


 


NOW, THEREFORE, in
consideration of Indemnitee’s service as a director
after the date hereof, the parties hereto agree as follows:


 


1.             Indemnity of Indemnitee.  The Company hereby agrees to hold harmless
and indemnify Indemnitee to the full extent
authorized or permitted by the provisions of the Law, as such may be amended
from time to time, and the Restated Certificate, as such may be amended.  In furtherance of the foregoing indemnification,
and without limiting the generality thereof:


 


(a)           Proceedings Other Than Proceedings
by or in the Right of the Company.  Indemnitee shall be entitled to the rights of
indemnification provided in this Section l(a) if, by reason of his
Corporate Status (as defined herein), he is, or is threatened to be 


 

















 


made, a party to or participant in any Proceeding (as
defined herein) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as
defined herein), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him, or on his behalf, in connection with
such Proceeding or any claim, issue or matter therein, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any criminal Proceeding, had
no reasonable cause to believe his conduct was unlawful.


 


(b)           Proceedings by or in the Right of
the Company.  Indemnitee
shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of his Corporate Status, he is, or is threatened to be made, a party
to or participant in any Proceeding brought by or in the right of the
Company.  Pursuant to this Section 1(b),
Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by him, or on his behalf, in connection with
such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company;
provided, however, if applicable law so provides, no indemnification against
such Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court of
Chancery of the State of Delaware shall determine that such indemnification may
be made.


 


(c)           Indemnification for Expenses of a
Party Who is Wholly or Partly Successful. 
Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate
Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified to the maximum extent permitted by the
provisions of the Law, as such may be amended from time to time, against all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.  If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


2.             Additional Indemnity.  In addition to, and without regard to any
limitations on, the indemnification provided for in Section 1 of this
Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
on his behalf if, by reason of his Corporate Status, he is, or is threatened to
be made, a party to or participant in any Proceeding (including a Proceeding by
or in the right of the Company), including, without limitation, all liability
arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only
limitation that shall exist upon the Company’s obligations pursuant to this
Agreement shall be that the Company shall not be obligated to make any payment
to Indemnitee that is finally determined (under the
procedures, and subject to the presumptions, set forth in Sections 6 and 7
hereof) to be unlawful.


 

















 


3.             Contribution in the Event of Joint Liability.


 


(a)           Whether or not the indemnification
provided in Sections 1 and 2 hereof is available, in respect of any
threatened, pending or completed action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), the Company shall pay, in the
first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to
contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against Indemnitee.  The Company shall not enter into any
settlement of any action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such
action, suit or proceeding) unless such settlement provides for a full and
final release of all claims asserted against Indemnitee.


 


(b)           Without diminishing or impairing the
obligations of the Company set forth in the preceding subparagraph, if, for any
reason, Indemnitee shall elect or be required to pay
all or any portion of any judgment or settlement in any threatened, pending or
completed action, suit or proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall contribute to the amount of
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received
by the Company and all officers, directors or employees of the Company, other
than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the
other hand, from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee
who are jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the
events that resulted in such expenses, judgments, fines or settlement amounts,
as well as any other equitable considerations which the Law may require to be
considered.  The relative fault of the
Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand,
and Indemnitee, on the other hand, shall be
determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary and the degree to which
their conduct is active or passive.


 


(c)           The Company hereby agrees to fully
indemnify and hold Indemnitee harmless from any
claims of contribution which may be brought by officers, directors or employees
of the Company, other than Indemnitee, who may be
jointly liable with Indemnitee.


 


4.             Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.


 

















 


5.             Advancement of Expenses.  Notwithstanding any other provision of this
Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within ten (10) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and
shall include or be preceded or accompanied by an undertaking by or on behalf
of Indemnitee to repay any Expenses advanced if it
shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses.  Any advances and undertakings to repay
pursuant to this Section 5 shall be unsecured and interest free.  Notwithstanding the foregoing, the obligation
of the Company to advance Expenses pursuant to this Section 5 shall be
subject to the condition that, if, when and to the extent that the Company
determines that Indemnitee would not be permitted to
be indemnified under applicable law, the Company shall be entitled to be
reimbursed, within thirty (30) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for
all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a determination that
Indemnitee should be indemnified under applicable
law, any determination made by the Company that Indemnitee
would not be permitted to be indemnified under applicable law shall not be
binding and Indemnitee shall not be required to
reimburse the Company for any advance of Expenses until a final judicial
determination is made with respect thereto (and as to which all rights of
appeal therefrom have been exhausted or lapsed).


 


6.             Procedures and Presumptions for Determination of
Entitlement to Indemnification.  It
is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the Law and
public policy of the State of Delaware. 
Accordingly, the parties agree that the following procedures and
presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this
Agreement:


 


(a)           To obtain indemnification (including,
but not limited to, the advancement of Expenses and contribution by the
Company) under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested
indemnification.


 


(b)           Upon written request by Indemnitee for indemnification pursuant to the first
sentence of Section 6(a) hereof, a determination, if required by
applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following
four methods, which shall be at the election of the Board of Directors:  (1) by a majority vote of the
Disinterested Directors (as defined herein), even though less than a quorum, by
a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum, (2) if there are
no Disinterested Directors or if the Disinterested Directors so direct, by
independent legal counsel in a written opinion to the Board 


 





















 


of Directors, a copy of which shall be delivered to
the Indemnitee, or (3) if so directed by the
Board of Directors, by the stockholders of the Company.


 


(c)           If the determination of entitlement
to indemnification is to be made by Independent Counsel (as defined herein) pursuant
to Section 6(b) hereof, the Independent Counsel shall be selected as
provided in this Section 6(c).  The
Independent Counsel shall be selected by the Board of Directors.  Indemnitee may,
within ten (10) days after such written notice of selection shall have
been given, deliver to the Company a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 15 of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. 
If, within twenty (20) days after submission by Indemnitee
of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Court of
Chancery of the State of Delaware or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the
person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the
Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 6(c), regardless of the manner in which such Independent
Counsel was selected or appointed.


 


(d)           In making a determination with
respect to entitlement to indemnification hereunder, the person or persons or
entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and
convincing evidence.


 


(e)           Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise (as
defined herein), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of
this Section 6(e) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company.  Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.


 

















 


(f)            If the person, persons or entity
empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification (the “Determining
Authority”) shall not have made a determination within thirty (30) days after
receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be entitled to
such indemnification absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that (x) such 30-day period may be
extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the Determining Authority in good faith requires such additional time to
obtain or evaluate documentation and/or information relating thereto; and (y) the
foregoing provisions of this Section 6(f) shall not apply if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 6(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such
determination, the Board of Directors or the Disinterested Directors, if
appropriate, resolve to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat, or (B) a
special meeting of stockholders is called within fifteen (15) days after such
receipt for the purpose of making such determination, such meeting is held for
such purpose within sixty (60) days after having been so called and such
determination is made thereat.


 


(g)           Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to
such determination.  Any Independent
Counsel, member of the Board of Directors or stockholder of the Company shall
act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this
Agreement.  Any costs or expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.


 


(h)           The Company acknowledges that a
settlement or other disposition short of final judgment may be successful if it
permits a party to avoid expense, delay, distraction, disruption and
uncertainty.  In the event that any
action, claim or proceeding to which Indemnitee is a
party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of
such action, claim or proceeding with or without payment of money or other
consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or
proceeding.  Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


7.             Remedies of Indemnitee.


 


(a)           In the event that (i) a determination is made pursuant to Section 6
of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, 


 

















 


(ii) advancement of Expenses is not timely made
pursuant to Section 5 of this Agreement, (iii) no determination of
entitlement to indemnification is made pursuant to Section 6(b) of
this Agreement within ninety (90) days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made
pursuant to this Agreement within ten (10) days after receipt by the
Company of a written request therefor or (v) payment
of indemnification is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to Section 6
of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such
indemnification.  Indemnitee
shall commence such proceeding seeking an adjudication within one hundred
eighty (180) days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)           In the event that a determination
shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be conducted in all
respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse
determination under Section 6(b).


 


(c)           If a determination shall have been
made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding commenced
pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an
omission of a material fact necessary to make Indemnitee’s
misstatements not materially misleading in connection with the application for
indemnification or (ii) a prohibition of such indemnification under
applicable law.


 


(d)           In the event that Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication of his rights
under, or to recover damages for breach of, this Agreement, or to recover under
any directors’ and officers’ liability insurance policies maintained by the
Company, the Company shall pay on his behalf, in advance, any and all expenses
(of the types described in the definition of Expenses in Section 15 of
this Agreement) actually and reasonably incurred by him in such judicial
adjudication, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of
expenses or insurance recovery.


 


(e)           The Company shall be precluded from
asserting in any judicial proceeding commenced pursuant to this Section 7
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement.


 


8.             Non-Exclusivity; Survival of Rights; Insurance;
Subrogation; Primacy of Indemnification.


 


(a)           The rights of indemnification as
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under
applicable law, the Restated Certificate, the Company’s Bylaws, any agreement,
a vote of stockholders, a resolution of directors or otherwise.  No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this 


 

















 


Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal.  To the
extent that a change in the Law, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the
Restated Certificate and this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. 
No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.


 


(b)           To the extent that the Company
maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, or agents or fiduciaries of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other Enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
available for any director, officer, employee, agent or fiduciary under such
policy or policies.


 


(c)           Except as provided in paragraph (e) below,
in the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors
(as definied herein)), who shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(d)           Except as provided in paragraph (e) below,
the Company shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to
the extent that Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or
otherwise.


 


(e)           The Company hereby acknowledges that Indemnitee has certain rights to indemnification,
advancement of expenses and/or insurance provided by (“[Fund]”)
and certain of its affiliates (collectively, the “Fund Indemnitors”). 
The Company hereby agrees (i) that it is
the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of the
Fund Indemnitors to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be
required to advance the full amount of expenses incurred by Indemnitee
and shall be liable for the full amount of all Expenses, judgments, penalties, fines
and amounts paid in settlement to the extent legally permitted and as required
by the Restated Certificate of the Company (or any agreement between the
Company and Indemnitee), without regard to any rights
Indemnitee may have against the Fund Indemnitors and (iii)  that it irrevocably waives,
relinquishes and releases the Fund Indemnitors from
any and all claims against the Fund Indemnitors for
contribution, subrogation or any other recovery of any kind in respect
thereof.  The Company further agrees that
no advancement or payment by the Fund Indemnitors on
behalf of Indemnitee with respect to any claim for
which Indemnitee has sought indemnification from the
Company shall affect the foregoing and the Fund Indemnitors
shall have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of Indemnitee
against the 


 

















 


Company.  The
Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the
terms hereof.


 


9.             Affiliated Investor Indemnity.  If any Affiliated Investor (i) is or is threatened to be made a party or a
participant in any Proceeding and (ii) such Affiliated Investor’s
involvement in the Proceeding is directly or indirectly related to Indemnitee’s service to the Company as a director of the
Company, then the Affiliated Investor shall be entitled to all of the
Indemnification rights and remedies under this Agreement to the same extent as Indemnitee.


 


10.           Exception to Right of
Indemnification.  Notwithstanding any
other provision of this Agreement, Indemnitee shall
not be entitled to indemnification under this Agreement with respect to any
Proceeding brought by Indemnitee, or any claim
therein, unless (a) the bringing of such Proceeding or making of such
claim shall have been approved by the Board of Directors of the Company or (b) such
Proceeding is being brought by Indemnitee to assert,
interpret or enforce his rights under this Agreement.


 


11.           Duration of Agreement.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee
is an officer or director of the Company (or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other Enterprise) and shall
continue thereafter so long as Indemnitee shall be
subject to any Proceeding (or any proceeding commenced under Section 7
hereof) by reason of his Corporate Status, whether or not he is acting or
serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (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), assigns, spouses,
heirs, executors and personal and legal representatives.


 


12.           Security.  To the extent requested by Indemnitee and approved by the Board of Directors of the
Company, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the
prior written consent of the Indemnitee.


 


13.           Enforcement.


 


(a)           The Company expressly confirms and
agrees that it has entered into this Agreement and assumes the obligations
imposed on it hereby in order to induce Indemnitee to
serve as a director of the Company and to induce Indemnitee’s
Affiliated Investor to make an investment in the Company, and the Company
acknowledges that Indemnitee and its Affiliated
Investor are each relying upon this Agreement in serving as a director of the
Company and in making such investment and that both Indemnitee
and its Affiliated Investor are entitled to enforce the provisions hereof as direct
beneficiaries thereof.


 


(b)           This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and


 














 


understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.


 


14.           Definitions.  For purposes of this Agreement:


 


(a)           “Affiliated Investor” means (“[affiliated funds]”) (including, in each case, each of its
affiliated entities and their respective shareholders, partners, members,
managers, officers, directors, employees and agents) and their respective
successors and assigns holding shares of capital stock of the Company.


 


(b)           “Corporate Status” describes the
status of a person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other Enterprise that such person is
or was serving at the express written request of the Company.


 


(c)           “Disinterested Director” means a
director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(d)           “Enterprise” shall mean (i) the
Company and (ii) any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that is an affiliate or wholly or
partially owned subsidiary of the Company and of which the Indemnitee is or was
serving as a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary and (iii) any other corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the express written request
of the Company as a director, trustee, general partner, managing member,
officer, employee, agent or fiduciary.


 


(e)           “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding.


 


(f)            “Independent Counsel” means a law
firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to
represent:  (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) 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 rights under this Agreement. 
The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 

















 


(g)           “Proceeding” includes any threatened,
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought by or in the right of the
Company or otherwise and whether civil, criminal, administrative or
investigative, in which Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact that Indemnitee is or was an officer or
director of the Company, by reason of any action taken by him or of any inaction
on his part while acting as an officer or director of the Company, or by reason
of the fact that he is or was serving at the request of the Company as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other Enterprise; in each case whether or
not he is acting or serving in any such capacity at the time any liability or
expense is incurred for which indemnification can be provided under this
Agreement; including one pending on or before the date of this Agreement, but
excluding one initiated by an Indemnitee pursuant to Section 7 of this
Agreement to enforce his rights under this Agreement.


 


15.           Severability.  If any provision or provisions of this
Agreement shall be held by a court of competent jurisdiction to be invalid,
void, illegal or otherwise unenforceable for any reason whatsoever:  (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law;
and (b) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested thereby. 
Without limiting the generality of
the foregoing, this Agreement is intended to confer upon Indemnitee
indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts
with any applicable law, such provision shall be deemed modified, consistent
with the aforementioned intent, to the extent necessary to resolve such
conflict.


 


16.           Modification and Waiver.  No supplement, modification, termination or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


 


17.           Notice By Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification
covered hereunder.  The failure to so
notify the Company shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless and only to the
extent that such failure or delay materially prejudices the Company.


 


18.           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, to the respective address set forth on the signature page hereto,
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.


 


19.           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.  This Agreement may also be executed and
delivered via facsimile or other electronic means and in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


20.           Headings.  The headings of the 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.


 


21.           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 Delaware without application of the conflict of laws principles
thereof.


 


22.           Gender.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on and as of the day and year first
above written.


 


 


	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Albert R.
  Subbloie, Jr.

  
	
   

  	
  Title:

  	
  President

  



 


	
   

  	
   

  	
   

  
	
   

  	
  Notice to:

  	
  Albert R.
  Subbloie, Jr.

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
  Tangoe, Inc.

  
	
   

  	
   

  	
  35 Executive
  Boulevard

  
	
   

  	
   

  	
  Orange, CT 06477

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: [Indemnitee]

  
	
   

  	
   

  
	
   

  	
  Notice to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


SIGNATURE PAGE TO TANGOE, INC.


INDEMNIFICATION AGREEMENT


 

















 


	
   

  	
  AFFILIATED INVESTORS and intended beneficiaries:

  
	
   

  	
   

  	
   

  
	
   

  	
  [Affiliated Investor]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


	
   

  	
  [Affiliated Investor]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
   

  	
  Notice to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


SIGNATURE PAGE TO TANGOE, INC.


INDEMNIFICATION AGREEMENT