Exhibit
10.1


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (the “Agreement”) is entered into as of
                              
by and between SinoTech Energy Limited, a Cayman Islands company (the “Company”)
and the undersigned, a director or officer of the Company (“Indemnitee”).


 


RECITALS


 


1.                                       The Company
recognizes that highly competent persons are becoming more reluctant to serve
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against risks
of claims and actions against them arising out of their services to the
corporation.


 


2.                                       The Board of
Directors of the Company (the “Board”) has determined that the inability to
attract and retain highly competent persons to serve the Company is detrimental
to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such
persons against risks of claims and actions against them arising out of their
services to the corporation.


 


3.                                       The Company and
Indemnitee do not regard the indemnities available under the Company’s current
memorandum and articles of association (the “Articles of Association”) as
adequate to protect Indemnitee against the risks associated with his service to
the Company.


 


4.                                       The Company is
willing to indemnify Indemnitee to the fullest extent permitted by applicable
law, and Indemnitee is willing to serve and continue to serve the Company on
the condition that he be so indemnified.


 


AGREEMENT


 


In
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


 


I.                                         Definitions


 


The
following terms shall have the meanings defined below:


 


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.


 


Change in Control shall be deemed to have occurred if, on or
after the date of this Agreement, (i) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), other than (a) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
acting in such capacity; (b) a corporation owned directly or indirectly by
the shareholders of the Company in substantially the same proportions as their
ownership of ordinary shares of the Company; or (c) any current beneficial
shareholder or group, as defined by Rule 13d-5 of the Exchange Act,
including the heirs, assigns and successors thereof, of beneficial ownership,
within the meaning of Rule 13d-3 of the Exchange Act, of securities
possessing more than 50% of the total combined voting power of the Company’s
outstanding securities; hereafter becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 20% of the total combined 


 

















 


voting
power represented by the Company’s then outstanding ordinary shares, (ii) during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board and any new director whose election by the Board or
nomination for election by the Company’s shareholders was approved by a vote of
at least two thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the shareholders of the Company approve a
merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the ordinary shares of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into ordinary shares of the
surviving entity) at least 80% of the total voting power represented by the
ordinary shares of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series of related
transactions) all or substantially all of the Company’s assets.


 


Expenses shall include damages,
judgments, fines, penalties, settlements and costs, attorneys’ fees and
disbursements and costs of attachment or similar bond, investigations,
liabilities, losses, taxes, any expenses paid or incurred in connection with
investigating, defending, being a witness in, participating in (including on
appeal), or preparing for any of the foregoing in, any Proceeding, and any
taxes, interests, assessments or other charges imposed as a result of the
actual or deemed receipt of any payments under this Agreement.


 


Indemnifiable Event means any event or
occurrence that takes place either before or after the execution of this
Agreement, related to the fact that Indemnitee is or was a director or an
officer 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 entity, including services with respect to employee
benefit plans, or was a director or officer of an entity that was a predecessor
of the Company or another entity at the request of such predecessor entity, or
related to anything done or not done by Indemnitee in any such capacity.


 


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 (5) 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 the 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.


 


Participant means a person who is a
party to, or witness or participant (including on appeal) in, a Proceeding.


 


Proceeding means any threatened,
pending, or completed action, suit or proceeding, or any inquiry, hearing or
investigation, whether civil, criminal, administrative, investigative or other,
including any appeal thereof, in which Indemnitee may be or may have been
involved as a party or otherwise by reason of an Indemnifiable Event, including,
without 


 


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limitation,
any threatened, pending, or completed action, suit or proceeding by or in the
right of the Company.


 


Reviewing Party means (A) the Board by a majority vote
of a quorum consisting of Disinterested Directors, or (B) if a quorum of
the Board consisting of Disinterested Directors is not obtainable or, even if
obtainable, said Disinterested Directors so direct, Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to
Indemnitee.


 


II.                                     Agreement
To Indemnify


 


1.                                       General
Agreement.  In the
event Indemnitee was, is, or becomes a Participant in, or is threatened to be
made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee
from and against any and all Expenses which Indemnitee incurs or becomes
obligated to incur in connection with such Proceeding, to the fullest extent
permitted by applicable law.


 


2.                                       Partial
Indemnification.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion of Expenses, but not for the total amount of
Expenses, the Company shall indemnify the Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.


 


3.                                       Exclusions.  Notwithstanding anything in this Agreement to
the contrary, Indemnitee shall not be entitled to indemnification under
this Agreement:


 


(a)                                  to the extent
that payment is actually made to Indemnitee under a valid, enforceable and
collectible insurance policy;


 


(b)                                 to the extent
that Indemnitee is indemnified and actually paid other than pursuant to this
Agreement;


 


(c)                                  in connection
with any Proceeding initiated by Indemnitee against the Company, any director
or officer of the Company or any other party, and not by way of defense, unless
(i) the Company has joined in or the Reviewing Party (as hereinafter
defined) has consented to the initiation of such Proceeding; or (ii) the
Proceeding is one to enforce indemnification rights under this Agreement or any
applicable law;


 


(d)                                 for a
disgorgement of profits made from the purchase and sale by the Indemnitee of
securities pursuant to Section 16(b) of the Exchange Act or similar
provisions of any applicable U.S. state statutory law or common law;


 


(e)                                  brought about
by the dishonesty or fraud of the Indemnitee seeking payment hereunder;
provided, however, that the Indemnitee shall be protected under this Agreement
as to any claims upon which suit may be brought against him by reason of any
alleged dishonesty on his part, unless a judgment or other final adjudication
thereof adverse to the Indemnitee establishes that he committed (i) acts
of active and deliberate dishonesty, (ii) with actual dishonest purpose
and intent, and (iii) which acts were material to the cause of action so
adjudicated;


 


(f)                                    for any
judgment, fine or penalty which the Company is prohibited by applicable law
from paying as indemnity;


 


(g)                                 arising out of
Indemnitee’s personal tax matter; or


 


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(h)                                 arising out of
Indemnitee’s breach of an employment agreement with the Company (if any) or any
other agreement with the Company or any of its subsidiaries.


 


4.                                       No Employment
Rights.  Nothing in this Agreement is
intended to create in Indemnitee any right to continued employment with the
Company.


 


5.                                       Contribution.  If the
indemnification provided in this Agreement is unavailable and may not be paid
to Indemnitee for any reason other than those set forth in Section II. 3,
then the Company shall contribute to the amount of Expenses paid in settlement
actually and reasonably incurred and paid or payable by Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the
transaction from which such Proceeding arose, and (ii) the relative fault
of the Company on the one hand and of the Indemnitee on the other hand in
connection with the events which resulted in such Expenses, as well as any
other relevant equitable considerations. 
The relative fault of the Company on the one hand and of the Indemnitee
on the other hand shall be determined by reference to, among other things, the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent the circumstances resulting in such Expenses, judgments,
fines or settlement amounts.  The Company
agrees that it would not be just and equitable if contribution pursuant to this
Section II. 5 were determined by pro rata allocation or any other method of
allocation which does not take account of the foregoing equitable
considerations.


 


III.                                 Indemnification
Process


 


1.                                       Notice and
Cooperation By Indemnitee. 
Indemnitee shall give the Company notice in writing as soon as
practicable of any claim made against Indemnitee for which indemnification will
or could be sought under this Agreement. 
Notice to the Company shall be given in accordance with Section VI.7
below.  In addition, Indemnitee
shall give the Company such information and cooperation as the Company may
reasonably request.


 


2.                                       Indemnification
Payment.


 


(a)                                  Advancement
of Expenses.  Indemnitee
may submit a written request with reasonable particulars to the Company
requesting that the Company advance to Indemnitee all Expenses that may be
reasonably incurred in advance by Indemnitee in connection with a
Proceeding.  The Company shall, within
ten (10) business days of receiving such a written request by Indemnitee,
advance all requested Expenses to Indemnitee. 
Any excess of the advanced Expenses over the actual Expenses will be
repaid to the Company.


 


(b)                                 Reimbursement
of Expenses.  To the
extent Indemnitee has not requested any advanced payment of Expenses from the
Company, Indemnitee shall be entitled to receive reimbursement for the
Expenses incurred in connection with a Proceeding from the Company as soon as
practicable after Indemnitee makes a written request to the Company for
reimbursement.


 


(c)                                  Determination
by the Reviewing Party. 
Notwithstanding the foregoing, (i) the obligations of the Company
under Section II.1 shall be subject to the condition that the Reviewing
Party shall not have determined (in a written opinion, in any case in which the
Independent Counsel referred to in Section III.2(e) hereof is
involved) that Indemnitee would not be permitted to be indemnified under
applicable law or the Company’s 


 


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Articles
of Association, and (ii) the obligation of the Company to make an advance
payment of Expenses to Indemnitee pursuant to Section III. 2(a) shall
be subject to the condition that, if, when and to the extent that the Reviewing
Party determines that Indemnitee would not be permitted to be so indemnified
under applicable law or the Company’s Articles of Association, the Company
shall be entitled to be reimbursed 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 Reviewing Party 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 advanced Expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). The Indemnitee’s obligation to
reimburse the Company for any advanced Expenses shall be unsecured and no
interest shall be charged thereon. If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board, and if there has been such
a Change in Control (other than a Change in Control which has been approved by
a majority of the Company’s Board who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Counsel
referred to in Section III.2(e) hereof.


 


(d)                                 Enforcement
of Indemnification Rights.  If
there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, or if Indemnitee has not
otherwise been paid in full within 30 days after a written demand has been
received by the Company, Indemnitee shall have the right to commence
litigation in any court having subject matter jurisdiction thereof and in which
venue is proper to recover the unpaid amount of the demand (an “Enforcement
Proceeding”) and, if successful in whole or in part, Indemnitee shall be
entitled to be paid any and all Expenses in connection with such Enforcement
Proceeding.  The Company hereby consents
to service of process and to appear in any such proceeding.


 


(e)                                  Change
in Control.  The Company
agrees that if there is a Change in Control of the Company (other than a Change
in Control which has been approved by a majority of the Company’s Board who
were directors immediately prior to such Change in Control) then, with respect
to all matters thereafter arising concerning the rights of Indemnitees to
payments of Expenses under this Agreement or any other agreement or under the
Company’s Articles of Association as now or hereafter in effect, Independent
Counsel shall be selected by the Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld). 
Such counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law, and the Company agrees to
abide by such opinion. 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 (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


3.                                       Assumption of
Defense.  In the event the Company is
obligated under this Agreement to advance or bear any Expenses for any
Proceeding against Indemnitee, the Company shall be entitled to assume the
defense of such Proceeding, with counsel approved by Indemnitee, upon delivery
to Indemnitee of written notice of its election to do so.  After 


 


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delivery
of such notice, approval of such counsel by Indemnitee in writing and the
retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same Proceeding, unless (i) the
employment of counsel by Indemnitee has been previously authorized by the
Company, (ii) Indemnitee shall have reasonably concluded that, based on
written advice of counsel, there may be a conflict of interest of such counsel
retained by the Company between the Company and Indemnitee in the conduct of
any such defense, or that counsel selected by the Company may not be adequately
representing Indemnitee, or (iii) the Company ceases or terminates the
employment of such counsel with respect to the defense of such Proceeding, in
any of which events the fees and expenses of Indemnitee’s counsel shall be at
the expense of the Company.  At all times, Indemnitee
shall have the right to employ counsel in any Proceeding at Indemnitee’s
expense.


 


4.                                       Defense to
Indemnification, Burden of Proof and Presumptions.  It shall be a defense to any action brought
by Indemnitee against the Company to enforce this Agreement that it is not
permissible under this Agreement or applicable law for the Company to indemnify
the Indemnitee for the amount claimed. 
In connection with any such action or any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified under
this Agreement, the burden of proving such a defense or determination shall be
on the Company.  Neither the failure of
the Reviewing Party or the Company to have made a determination prior to the
commencement of such action by Indemnitee that indemnification is proper under
the circumstances because Indemnitee has met the standard of conduct set forth
in applicable law, nor an actual determination by the Reviewing Party or the
Company that Indemnitee had not met such applicable standard of conduct shall
be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


 


5.                                       No Settlement
Without Consent.  Neither
party to this Agreement shall settle any Proceeding in any manner that would
impose any damage, loss, penalty or limitation on Indemnitee without the other
party’s written consent.  Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement.


 


6.                                       Company
Participation.  Subject to Section II.5,
the Company shall not be liable to indemnify the Indemnitee under this
Agreement with regard to any judicial action if the Company was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense, conduct and/or settlement of such action.


 


IV.                                Director
and Officer Liability Insurance


 


1.                                       Liability
Insurance.  The Company
shall obtain and maintain a policy or policies of insurance with reputable
insurance companies providing the officers and directors of the Company with
coverage for losses incurred in connection with their services to the Company
or to ensure the Company’s performance of its indemnification obligations under
this Agreement.  To the extent the
Company determines that it is no longer practicable for the Company to maintain
such insurances, it shall notify promptly its directors and officers before it
terminates such insurances and such termination must be approved by the
majority of the Company’s directors.


 


2.                                       Coverage of
Indemnitee.  To the extent
the Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Indemnitee shall be 


 


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covered
by such policy or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any of the Company’s directors or
officers.


 


3.                                       No Obligation.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain any director and officer
insurance policy if a majority of the Company’s directors determines in good
faith that such insurance is not reasonably available in the case that (i) premium
costs for such insurance are disproportionate to the amount of coverage
provided, (ii) the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit, or (iii) Indemnitee
is covered by similar insurance maintained by a parent or subsidiary of the
Company.


 


V.                                    Non-Exclusivity;
Federal Preemption; Term


 


1.                                       Non-Exclusivity.  The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may
be entitled under the Articles of Association, any vote of shareholders or
directors, applicable law or any written agreement between Indemnitee and the
Company (including its subsidiaries and affiliates).  The indemnification provided under this
Agreement shall continue to be available to Indemnitee for any action taken or
not taken while serving in an indemnified capacity even though he may have
ceased to serve in any such capacity at the time of any Proceeding.


 


2.                                       Federal
Preemption. 
Notwithstanding the foregoing, both the Company and Indemnitee
acknowledge that in certain instances, U.S. federal law or public policy may
override applicable law and prohibit the Company from indemnifying its
directors and officers under this Agreement or otherwise.  Such instances include, but are not limited
to, the U.S. Securities and Exchange Commission’s prohibition on
indemnification for liabilities arising under certain U.S. federal securities
laws.  Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future
to undertake with the SEC to submit the question of indemnification to a court
in certain circumstances for a determination of the Company’s right under
public policy to indemnify Indemnitee.


 


3.                                       Duration of Agreement.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is an officer
and/or a 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 by reason
of his former or current capacity at the Company or any other enterprise,
including service with respect to employee benefit plans) at the Company’s
request, whether or not he is acting or serving in any such capacity at the time
any Expense is incurred for which indemnification can be provided under this
Agreement.  This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as an officer
and/or a director of the Company or any other enterprise at the Company’s
request.


 


VI.                                Miscellaneous


 


1.                                       Amendment of
this Agreement.  No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by the parties hereto.  No waiver of any of the provisions of this
Agreement shall operate as a waiver of any other provisions (whether or not
similar), nor shall such waiver constitute a continuing waiver.  Except as specifically provided in this
Agreement, no failure to exercise or any delay in exercising any right or
remedy shall constitute a waiver.


 


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2.                                       Subrogation.  In the event of payment to Indemnitee by the
Company 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 shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the
Company to bring suit to enforce such rights.


 


3.                                       Assignment;
Binding Effect.  Neither
this Agreement nor any of the rights or obligations hereunder may be assigned
by either party hereto without the prior written consent of the other party;
except that the Company may, without such consent, assign all such rights and
obligations to a successor in interest to the Company which assumes all
obligations of the Company under this Agreement in a written agreement in form
and substance satisfactory to Indemnitee. 
Notwithstanding the foregoing, this Agreement shall be binding upon and
inure to the benefit of and be enforceable by and against the parties hereto
and the Company’s successors (including any direct or indirect successor by
purchase, merger, consolidation, or otherwise to all or substantially all of
the business and/or assets of the Company) and assigns, as well as Indemnitee’s
spouses, heirs, and personal and legal representatives.


 


4.                                       Severability
and Construction.  Nothing in
this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to a court
order, to perform its obligations under this Agreement shall not constitute a
breach of this Agreement.  In addition,
if any portion of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent permitted by
applicable law.  The parties hereto
acknowledge that they each have opportunities to have their respective counsels
review this Agreement.  Accordingly, this
Agreement shall be deemed to be the product of both of the parties hereto, and
no ambiguity shall be construed in favor of or against either of the parties
hereto.


 


5.                                       Counterparts.  This Agreement may be executed in two
counterparts, both of which taken together shall constitute one instrument.


 


6.                                       Governing Law.  This agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
New York, U.S.A., without giving effect to conflicts of law provisions thereof.


 


7.                                       Notices.  All notices, demands, and other
communications required or permitted under this Agreement shall be made in
writing and shall be deemed to have been duly given if delivered by hand,
against receipt, on the date of delivery, or mailed, on the third business day
after mailing, postage prepaid, certified or registered mail, return receipt
requested, and addressed to the Company at:


 


SinoTech
Energy Limited


3/F,
No. 19 Ronghua South Road


Beijing
Economic-Technological Development Area


Beijing
100176


People’s
Republic of China

Attention:  Mr. Guoqiang Xin


 


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and
to Indemnitee at:


 


[Name]


[Address]


[Address]


[Address]


 


Notice
of change of address shall be effective only when done in accordance with this
Section.


 


8.                                       Certain
Relationships.  The
obligations and rights created under this Agreement shall not be affected by
any amendment to the Company’s Articles of Association or any other agreement
or instrument to which Indemnitee is not a party, and shall not diminish any
other rights which Indemnitee now or in the future has against the Company or
any other person or entity.


 


9.                                       Acknowledgment.  The Company expressly acknowledges that it
has entered into this Agreement and assumed the obligations imposed on the
Company under this Agreement in order to induce Indemnitee to serve or to
continue to serve as a director or officer and acknowledges that Indemnitee is
relying on this Agreement in serving or continuing to serve in such
capacity.  The Company further agrees to
stipulate in any court proceeding that the Company is bound by all of the
provisions of this Agreement.


 


10.                                 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, or Indemnitee’s estate, heirs,
executors, administrators 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.


 


11.                                 Entire
Agreement.  This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.


 


(Signature page follows)


 


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IN
WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first
written above.


 


 


	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  SinoTech
  Energy Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: