Exhibit 10.61


 


INDEMNIFICATION AGREEMENT


 


Dated as of [DATE] between Nexen Inc. (“Nexen”)
and [EXECUTIVE OFFICER] (together with his or her estate, heirs, executors and
legal representatives the “Indemnified Party”)


 


BACKGROUND


 


(a)                                  The Indemnified Party:


 


(i)                                     is or has been a director or officer of
Nexen;


 


(ii)                                  is or has been, at the request of Nexen,
a director or officer of a body corporate (“Body Corporate”); or


 


(iii)                               is or has been, at the request of Nexen,
a director or officer of or is acting or has acted in a similar capacity (and
the Indemnified Party shall for purposes hereof be referred to as a director or
officer in so acting or having acted) for a body corporate, partnership,
unincorporated association, unincorporated syndicate, unincorporated organization,
joint venture or trust (“Entity”);


 


(Nexen, any Body Corporate and any Entity being
collectively the “Corporations” and any one of them being a “Corporation”);


 


(b)                                 Nexen acknowledges that the Indemnified
Party, acting in the capacity of director or officer, is required to make
decisions and take actions in furtherance of the business and affairs of any
Corporation which might have the result of attracting personal liability; and


 


(c)                                  It is in the best interests of Nexen to
agree to indemnify the Indemnified Party from any and all liabilities, losses,
costs, charges, expenses or damages sustained or incurred by the Indemnified
Party acting in the capacity of director or officer of any Corporation;


 


AGREEMENT


 


In consideration of the Indemnified Party
having acted and continuing to act as a director or officer, the parties agree
as follows:


 


1.                                       Duty of Care


 


(a)                                  In accordance with the provisions of the Canada Business Corporations Act (the “Act”), the
Indemnified Party, in exercising his or her powers and discharging his or her
duties as a director or officer of any Corporation, shall:


 


(i)                                    act honestly and in good faith with a
view to the best interests of the Corporation; and


 


(ii)                                exercise the care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances.


 

















 


(b)                                 Each Corporation acknowledges that the
Indemnified Party has complied with his or her duties under subsection 1(a) hereof
if the Indemnified Party relied in good faith on:


 


(i)                                     financial statements of the Corporation
represented to the Indemnified Party by an officer of the Corporation or in a
written report of the auditor of the Corporation fairly to reflect the
financial condition of the Corporation; or


 


(ii)                                  a report of a person whose profession
lends credibility to a statement made by the professional person.


 


2.                                       Duty to Comply


 


(a)                                  The Indemnified Party shall comply with
the Act, the regulations made in the Act, the articles of the Corporation, the
by-laws of the Corporation and any unanimous shareholder agreement or
partnership agreement respecting the Corporation.


 


(b)                                 Each Corporation acknowledges that the
Indemnified Party has complied with his or her duties under subsection 2(a) hereof,
if the Indemnified Party exercised the care, diligence and skill that a
reasonably prudent person would have exercised in comparable circumstances,
including reliance in good faith on:


 


(i)                                     financial statements of the Corporation
represented to the Indemnified Party by an officer of the Corporation or in a
written report of the auditor of the Corporation fairly to reflect the
financial condition of the Corporation; or


 


(ii)                                  a report of a person whose profession
lends credibility to a statement made by the professional person.


 


3.                                       Disclaimer of Liability


 


The Indemnified Party shall not be liable for the
acts, receipts, neglects, omissions or defaults of any other director or
officer or any employee or agent of any Corporation or for any liabilities,
damages, costs, charges or expenses sustained or incurred by any Corporation in
the execution of the duties of his or her office, provided that nothing herein
contained shall relieve the Indemnified Party of any liability for liabilities,
damages, costs, charges or expenses suffered or incurred as a direct result of any
acts, receipts, neglects, omissions or defaults of the Indemnified Party which
are in contravention of the Act or any other applicable law.


 


4.                                       Indemnity


 


(a)                                  Except in respect of an action by or on
behalf of a Corporation to procure a judgment in its favour, Nexen shall
indemnify and save harmless the Indemnified Party from and against all
liabilities, damages, costs, charges and expenses (including, without
limitation, court fees, legal expenses and witness fees), including an amount
paid to settle an action or satisfy a judgment or any fine or penalty levied,
reasonably incurred by him or her in respect of any civil, criminal,
administrative, investigative or other action, proceeding or inquiry of any
nature, 


 


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to which he or she is, directly or indirectly, a party
by reason of being or having been a director or officer of any Corporation if:


 


(i)                                     the Indemnified Party acted honestly and
in good faith with a view to the best interests of the Corporation; and


 


(ii)                                  in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
Indemnified Party had reasonable grounds for believing that his or her conduct
was lawful.


 


(b)                                 For all purposes of this Agreement, a
director or officer shall be conclusively deemed to have acted honestly and in
good faith with a view to the best interests of the Corporation and to have had
reasonable grounds for believing that his or her conduct was lawful, unless and
until the applicable court hearing the action in which indemnity is sought
determines in a final judgment that is non-appealable that the director or
officer in question did not act honestly and in good faith with a view to the
best interests of the Corporation or did not have reasonable grounds for
believing that his or her conduct was lawful, as applicable.


 


(c)                                  In respect of an action by or on behalf
of a Corporation to procure a judgment in its favour, to which the Indemnified
Party is, directly or indirectly, a party by reason of being or having been a
director or an officer of the Corporation, Nexen shall make an application at
its expense for, and use its best efforts to obtain, approval of the Court of
Queen’s Bench of Alberta to indemnify and save harmless the Indemnified Party
from and against all liabilities, damages, costs, charges and expenses
(including, without limitation, court fees, legal expenses and witness fees)
reasonably incurred by him or her in connection with such action, if the
Indemnified Party fulfills the conditions set out in clauses 4(a)(i) and
4(a)(ii).


 


(d)                                 Notwithstanding the foregoing, Nexen
shall indemnify and save harmless the Indemnified Party from and against any
and all liabilities, damages, costs, charges and expenses (including, without
limitation, court fees, legal expenses and witness fees) reasonably incurred by
him or her in connection with any action or proceeding to which the Indemnified
Party is, directly or indirectly, a party by reason of being or having been a
director or officer of a Corporation (including, without limitation, an action
or proceeding to enforce or interpret this Agreement), if the Indemnified Party
was not judged by the court or other competent authority to have committed any
fault or omitted to do anything that the Indemnified Party ought to have done
and the Indemnified Party fulfills the conditions set out in clauses 4(a)(i) and
4(a)(ii).


 


(e)                                  For the purposes of this Agreement, the
termination of any civil, criminal or administrative action or proceeding by
judgment, order, settlement or conviction shall not, of itself, create a
presumption either that the Indemnified Party did not act honestly and in good
faith with a view to the best interests of the Corporation or that, in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, the Indemnified Party did not have reasonable grounds for
believing that his or her conduct was lawful.


 


(f)                                    Upon the Indemnified Party becoming,
directly or indirectly, a party to any action, proceeding or inquiry of any
nature referred to in paragraph 4(a), Nexen shall


 


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forthwith assume and pay, or reimburse the Indemnified
Party for and indemnify and save harmless the Indemnified Party from and
against, any and all costs, charges and expenses (including, without
limitation, court fees, legal expenses and witness fees) referred to in
paragraph 4(a).  Such assumption,
payment or reimbursement shall be made continuously and promptly after the
Indemnified Party has advised Nexen of such costs, charges and expenses.  If the outcome of such action, proceeding or
inquiry establishes that the Indemnified Party were not entitled to
indemnification of such costs, charges and expenses, then the Indemnified Party
shall repay to Nexen all amounts paid by it to or for the benefit of such
Indemnified Party under this paragraph 4(f) for which there was no
entitlement to indemnification.


 


5.                                       Insurance


 


(a)                                  Unless otherwise agreed between the
Parties hereto, Nexen shall purchase and maintain, or cause to be purchased and
maintained, while the Indemnified Party remains a director or officer of a
Corporation and for a period of six years thereafter, directors’ and officers’
errors and omissions insurance for the benefit of the Indemnified Party on
terms no less favourable in terms of coverage and amounts, to the extent
permitted by law and available on reasonable commercial terms, than such
insurance maintained in effect by Nexen on the date hereof, provided
that such insurance shall not apply to any liability incurred by the
Indemnified Party relating to any failure by the Indemnified Party to act
honestly and in good faith with a view to the best interests of the
Corporation.  Nexen shall provide the
Indemnified Party with a copy of the insurance policies, if requested, and
shall provide the Indemnified Party with prompt written notice if such
insurance is not maintained for any reason.


 


(b)                                 The indemnification provided pursuant to
this Agreement is intended to be available in all circumstances permitted under
the Act and, without limitation, is intended to be available in circumstances
where any insurance coverage maintained by Nexen is not available, either
because the insurer is denying coverage, the actions are not covered due to an
exemption or exclusion from the terms of the insurance policy or otherwise, or
where Nexen determined for whatever reason not to obtain or maintain insurance
coverage.


 


6.                                       Income Tax


 


Should any payment made pursuant to this Agreement be
deemed by any taxing authority to constitute a taxable benefit or otherwise be
or become subject to any tax or levy, then Nexen shall pay such greater amount
as may be necessary to ensure that the amount received by or on behalf of the
Indemnified Party after the payment of or withholding for such tax, is equal to
the amount of the costs, charges, expenses or liability actually incurred by or
on behalf of the Indemnified Party such that the Indemnified Party shall be
indemnified for any and all such taxes.


 


7.                                       Assignment


 


The duties and obligations of Nexen under
this Agreement shall be binding upon, and enforceable by the Indemnified Party,
against Nexen and its successors and assigns, including any corporation with
which Nexen is merged or amalgamated. 
Nexen


 


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covenants and agrees that it shall not,
without the consent of the Indemnified Party, transfer of dispose of all or
substantially all of its assets or business to any entity that does not agree
to assume all of the obligations of Nexen under this Agreement.


 


8.                                       Effective Date


 


Notwithstanding the date of execution of this
Agreement, the terms and provisions hereof shall be effective, binding upon,
and enforceable by the parties as of and from the date on which the Indemnified
Party was first appointed or elected a director or officer of a Corporation.


 


9.                                       Indemnification Not Exclusive


 


The indemnification provided by this Agreement is in
addition to the indemnification provided by by-laws of any Corporation or those
provided under the legislation governing any Corporation.  In addition, the indemnification provided by
this Agreement shall be in addition to any right of indemnification,
contribution or reimbursement that a director or officer has under applicable
law, the constating documents of any Corporation or any other agreement between
the director or officer and any Corporation and shall continue for the benefit
of the Indemnified Party notwithstanding that he or she may have ceased to be a
director or officer of one or more Corporations.


 


10.                                 Defence of Claims


 


The Indemnified Party covenants and agrees that, upon
becoming aware of any facts or circumstances which may give rise to the
Indemnified Party becoming a party, directly or indirectly, to any action,
proceeding or inquiry referred to in paragraph 4(a) (a “Claim”), the
Indemnified Party shall provide written notice to Nexen setting out in
reasonable detail the nature of the facts relating to such Claim.  Upon receipt of the notice of the Claim,
Nexen shall, at its expense and in a timely manner, contest and defend against
the Claim or cause the relevant Corporation to contest and defend against the
Claim and take all such steps as may be necessary or proper to prevent the
resolution thereof in a manner adverse to the Indemnified Party.  The Indemnified Party shall fully cooperate
with Nexen in taking all such steps.  If
Nexen does not in a timely manner undertake or cause the contestation or
defence of the Claims, the Indemnified Party may do so and such contestation or
defence shall be at the expense and risk of Nexen provided that if the outcome
of such action, proceeding or inquiry establishes that the Indemnified Party
was not entitled to contest or defend the Claim at the risk and expense of
Nexen, then the Indemnified Party shall repay to Nexen all amounts paid by
Nexen in connection with such contestation or defence pursuant to this
section 10 and paragraph 4(f) for which there was no entitlement
to indemnification.


 


11.                                 Obligations of Nexen Absolute


 


The obligations of Nexen under this Agreement are
absolute and unconditional and shall not be released, discharged or reduced,
and the rights of the Indemnified Party hereunder shall not be prejudiced or
impaired, by any neglect, delay or forbearance in demanding, requiring or
enforcing payment or performance by Nexen of any of its obligations hereunder
or by granting any extensions of time for such performance or by waiving any
performance (except as to any particular performance which has been waived), or
by permitting or consenting to any assignment in bankruptcy, receivership,
insolvency or any other creditor’s proceedings of or against Nexen or by the
winding-up


 


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or dissolution of Nexen or any other event or
occurrence which would or might otherwise have the effect at law of terminating
the obligations of Nexen under this Agreement.


 


12.                                 Interpretation


 


This Agreement is not intended to, and shall not be
interpreted to, authorize a payment of an indemnity contrary to
section 124 of the Act.


 


13.                                 Severability


 


If any part of this Agreement or the application of
such part to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such part
to any other person or circumstance, shall not be affected thereby and each
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.


 


14.                                 Choice of Law


 


This Agreement shall be governed and
construed in accordance with the laws of Alberta and the laws of Canada
applicable therein.


 


IN WITNESS WHEREOF the parties have executed
this agreement on the date first above mentioned.


 


	
  SIGNED by the Indemnified Party

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness Signature

  	
   

  	
  [EXECUTIVE OFFICER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness Occupation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEXEN INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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  EXECUTIVE OFFICER

  	
   

  	
  DATE OF AGREEMENT

  
	
   

  	
   

  	
   

  
	
  Brian C. Reinsborough

  	
   

  	
  November 1, 2007

  
	
  James T. Arnold

  	
   

  	
  July 16, 2009

  



 


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