Exhibit 10.33


 


AMENDED
AND RESTATED 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”).


 


WITNESSETH THAT:


 


WHEREAS, Indemnitee and
the Company previously entered into an Indemnification Agreement in                 
of 20   and the Indemnitee and the Company desire to amend and
restate such Agreement in its entirety as set forth herein;


 


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, in order 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.


 


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)           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, 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)           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.


 


9.             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.


 


10.           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.


 


11.           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.


 


12.           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 the
Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a director of the Company and that Indemnitee and is entitled to enforce the
provisions hereof as a direct beneficiary 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.


 


13.           Definitions.  For purposes
of this Agreement:


 


(a)           “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.


 


(b)           “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.


 


(c)           “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.


 


(d)           “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.


 


(e)           “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.


 


(f)            “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.


 


14.           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.


 


15.           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.


 


16.           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.


 


17.           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.


 


18.           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.


 


19.           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.


 


20.           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.


 


21.           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: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
   

  	
   

  	
   

  
	
   

  	
  Notice to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


SIGNATURE PAGE TO TANGOE, INC.


INDEMNIFICATION AGREEMENT