ex10_64.htm


    
      

    

    Exhibit
      10.64


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (this “Agreement”) is made
      as of this ____ day of _______, 200_, by and between Electronic Clearing House,
      Inc., a Nevada corporation (the “Company”), and
      ____________, an individual
      (“Indemnitee”).

     

    RECITALS

    


    WHEREAS,
      the Articles of Incorporation (the “Articles”) and the
      bylaws (the “Bylaws”) of the Company provide for the
      indemnification of the officers and directors of the Company to the maximum
      extent permitted by Chapter 78 of the Nevada Revised Statutes, as amended
      (“Nevada Law”);

     

    WHEREAS,
      the Articles, the Bylaws and Nevada Law permit contracts between the
      Company and the officers and directors of the Company with respect to
      indemnification of such officers and directors;

     

    WHEREAS,
      in accordance with Nevada Law, the Company may purchase and maintain a policy
      or
      policies of directors’ and officers’ liability insurance covering certain
      liabilities that may be incurred by its officers or directors in the performance
      of their obligations to the Company;

     

    WHEREAS,
      the Company recognizes that corporate litigation against, and the difficulty
      of
      obtaining liability insurance for, the Company’s directors and officers impede
      the Company’s ability to attract and retain the most capable and qualified
      persons available for such positions; and

     

    WHEREAS,
      in order to induce Indemnitee to serve or continue to serve as an
      officer and/or director of the Company, the Company desires that the Indemnitee
      shall be indemnified and advanced expenses as set forth herein.

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of Indemnitee’s service as an officer
      and/or director of the Company after the date hereof, the Company and Indemnitee
      hereby agree as follows:

    


    1.           Certain
      Definitions.  Capitalized terms used but not otherwise
      defined in this Agreement shall have the meanings set forth below:

     

    “Corporate
      Status” means the fact that a person (i) is or was a director,
      officer, employee or agent of the Company, or (ii) is or was serving at the
      request of the Company as a director, officer, employee or agent of another
      Enterprise.  A Proceeding shall be deemed to have been brought by
      reason of a person’s “Corporate Status” if it is brought because of the status
      described in the preceding sentence or because of any action or inaction on
      the
      part of such person in connection with such status.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Enterprise”
      shall mean the Company and any other corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise in which Indemnitee is or
      was
      serving at the request of the Company as a director, officer, employee, agent
      or
      fiduciary.

     

    “Expenses”
      shall include all reasonable attorney’s fees, disbursements and retainers, court
      costs, transcript costs, fees of experts, witness fees, travel and deposition
      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 prepared to be a witness in a
      Proceeding.

     

    “Independent
      Counsel” means a law firm, or a member of a law firm, that is
      experienced in matters of corporation law and neither currently 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.

     

    “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, including one pending on or before
      the
      date of this Agreement; and excluding one initiated by an Indemnitee pursuant
      to
Section 8 of this Agreement to enforce his rights under this
      Agreement.

     

    “Reviewing
      Party” means the person or persons selected to make the
      determination of the availability of indemnification pursuant to Section
6.3 hereof.

     

    2.           Indemnification.

     

    2.1           Proceedings
      Not By or In The Right Of the Company.  The Company hereby
      agrees to hold harmless and indemnify Indemnitee to the full extent authorized
      or permitted by the provisions of Nevada Law, the Articles and the Bylaws,
      as
      such may be amended from time to time, if Indemnitee was or is a party or is
      threatened to be made a party to any Proceeding, other than a Proceeding by
      or
      in the right of the Company, by reason of Indemnitee’s Corporate Status, against
      all Expenses, judgments, penalties, fines and amounts paid in settlement
      actually and reasonably incurred by Indemnitee or on his/her behalf in
      connection with such Proceeding if Indemnitee (i) is not liable pursuant to
      Section 78.138 of Nevada Law or (ii) acted in good faith and in a manner he/she
      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/her conduct was unlawful.

     

    
      
        
          
          

        

        
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    2.2           Proceedings
      By or In Right of the Company.  The Company hereby agrees to
      hold harmless and indemnify Indemnitee to the full extent authorized or
      permitted by the provisions of Nevada Law, the Articles and the Bylaws, as
      such
      may be amended from time to time, if Indemnitee was or is a party or is
      threatened to be made a party to any Proceeding by or in the right of the
      Company, by reason of Indemnitee’s Corporate Status, against all Expenses
      (including amounts paid in settlement and attorneys’ fees), actually and
      reasonably incurred by Indemnitee or on his/her behalf in connection with such
      Proceeding if Indemnitee (i) is not liable pursuant to Section 138 of Nevada
      Law
      or (ii) acted in good faith and in a manner he/she reasonably believed to be
      in
      or not opposed to the best interests of the Company; provided,
however, that, if applicable law so provides,
      no
      indemnification against such Expenses shall be in respect of any claim, issue
      or
      matter in such Proceeding as to which Indemnitee shall have been adjudged by
      a
      court of competent jurisdiction, after exhaustion of all appeals therefrom,
      to
      be liable to the Company or for amounts paid in settlement to the corporation
      unless and only to the extent that the court in which the Proceeding was brought
      or other court of competent jurisdiction determines upon application that in
      view of all the circumstances of the case, Indemnitee is fairly and reasonably
      entitled to indemnity for such Expenses as the court shall deem
      proper.

     

    2.3           Partial
      Indemnification. If Indemnitee is entitled under any provision of this
      Agreement to indemnification by the Company for some or a portion of the
      Expenses, judgments, penalties, fines and amounts paid in settlement actually
      and reasonably incurred by Indemnitee or on his/her behalf in connection with
      a
      Proceeding, but not, however, for the total amount thereof, the Company shall
      nevertheless indemnify Indemnitee for the portion of the foregoing to which
      Indemnitee is entitled.

     

    2.4           Additional
      Indemnification Rights.  The Company hereby agrees to
      indemnify the Indemnitee to the fullest extent from time to time permitted
      by
      law, notwithstanding that such indemnification is not specifically authorized
      by
      the other provisions of this Agreement, the Articles, the Bylaws or by
      statute.

     

    3.           Advances
      of Expenses.

     

    3.1           The
      Company shall advance all Expenses as they are incurred by or on behalf of
      Indemnitee in connection with the investigation, defense, settlement or appeal
      of any Proceeding, and prior to the final disposition of such Proceeding, upon
      receipt of an undertaking by or on behalf of Indemnitee to repay such amount
      if
      it is ultimately determined by a court of competent jurisdiction that such
      person is not entitled to be indemnified by the Company. Any advances and
      undertakings to repay pursuant to this Section 3.1 shall be
      unsecured and interest free and shall
      provide 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, Indemnitee shall not
      be
      required to reimburse the Company for any advance of Expenses until a final
      judicial determination is made with respect thereto (as to which all rights
      of
      appeal therefrom have been exhausted or lapsed).

     

    
      
        
          
          

        

        
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    3.2           Advances
      of Expenses pursuant to Section 3 hereof shall be made within ten
      (10) days after the receipt by the Company of a written statement or statements
      from Indemnitee requesting such advance or advances from time to time, whether
      prior to or after final disposition of such Proceeding, and accompanied by
      or
      preceded by the undertaking referred to in Section 3.1
      above.

     

    4.           
      Contribution in the Event of Joint Liability.

     

    4.1           Whether
      or not the indemnification provided in Section 2 hereof is
      available, in respect of any threatened, pending or completed action, suit
      or
      proceeding in which Company is jointly liable with Indemnitee (or would be
      if
      joined in such action, suit or proceeding), 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
      Company hereby waives and relinquishes any right of contribution it may have
      against Indemnitee. Company shall not enter into any settlement of any action,
      suit or proceeding in which 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.

     

    4.2           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 Company
      is
      jointly liable with Indemnitee (or would be if joined in such action, suit
      or
      proceeding), 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 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
      applicable law may require to be considered. The relative fault of 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.

     

    
      
        
          
          

        

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

     

    5.           Indemnification
      for Expenses as a Witness. In addition to the rights of Indemnitee
      under, and without limiting, the other provision of this Agreement, to the
      extent that Indemnitee is, by reason of his/her Corporate Status, a witness
      in
      any action, suit or proceeding to which Indemnitee is not a party, Indemnitee
      shall be indemnified by the Company against all Expenses actually and reasonably
      incurred by him/her or on his/her behalf in connection therewith.

     

    6.           Procedures
      and Presumptions for Determination of Entitlement to
      Indemnification.

     

    6.1           Timing
      of Payments. All payments of Expenses, judgments, penalties, fines and
      other amounts by the Company to the Indemnitee pursuant to this Agreement shall
      be made to the fullest extent permitted by applicable law as soon as practicable
      after written demand therefor by Indemnitee is presented to the Company, but
      in
      no event later than (i) thirty (30) days after such demand is presented or
      (ii)
      such later date as may be permitted for the determination of entitlement to
      indemnification pursuant to Section 6.7 hereof, if
      applicable; provided, however, that advances of Expenses shall be
      made within the time provided in Section 3.2.

     

    6.2           Request
      for Indemnification.  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 of the Company
      (the “Board of Directors”) in writing that Indemnitee
      has requested indemnification.

     

    6.3           Reviewing
      Party.  Upon written request by Indemnitee for
      indemnification pursuant to the first sentence of Section 6.2
      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
      Indemnitee:  (1) by a majority vote of a quorum consisting of the
      Disinterested Directors, or (2) by Independent Counsel in a written opinion
      if a
      majority vote of a quorum consisting of directors who are not parties to the
      Proceeding so orders, (3) by Independent Counsel in a written opinion if a
      quorum consisting of directors who are not parties to the Proceeding cannot
      be
      obtained, or (4) by the stockholders.

     

    6.4           Determination
      by Independent Counsel.  If the determination of entitlement
      to indemnification is to be made by Independent Counsel pursuant to Section
6.3 hereof, the Independent Counsel shall be selected as provided
      in
      this Section 6.4. The Independent Counsel shall be selected by
      Indemnitee (unless Indemnitee shall request that such selection be made by
      the
      Board of Directors). Indemnitee or the Company, as the case may be, may, within
      10 days after such written notice of selection shall have been given, deliver
      to
      the Company or to Indemnitee, as the case may be, 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 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 20 days after submission by Indemnitee of a written request
      for indemnification pursuant to Section 6.2 hereof, no Independent
      Counsel shall have been selected and not objected to, either the Company or
      Indemnitee may petition an appropriate court in the State of Nevada or another
      court of competent jurisdiction for resolution of any objection which shall
      have
      been made by the Company or Indemnitee to the other’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 6.3
      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 6.3 hereof, and the Company shall pay
      all reasonable fees and expenses incident to the procedures of this Section
6.4, regardless of the manner in which such Independent Counsel
      was
      selected or appointed. 

     

    
      
        
        

      

      
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    6.5           Burden
      of Proof. In making a determination with respect to entitlement to
      indemnification hereunder, the Reviewing Party shall presume that Indemnitee
      is
      entitled to indemnification under this Agreement if Indemnitee has submitted
      a
      request for indemnification in accordance with Section 6.2 of this
      Agreement. Anyone seeking to overcome this presumption shall have the burden
      of
      proof and the burden of persuasion, by clear and convincing
      evidence.

     

    6.6           Additional
      Presumptions and Standards. For purposes of this Agreement, the
      termination of any Proceeding or any claim by judgment, order, settlement
      (whether with or without court approval) or conviction, or upon a plea of nolo
      contendere, or its equivalent, shall not create a presumption that Indemnitee
      did not meet any particular standard of conduct or have any particular belief
      or
      that a court has determined that indemnification is not permitted by this
      Agreement or applicable law.  In addition, neither the failure of any
      Reviewing Party to have made a determination as to whether Indemnitee has met
      any particular standard of conduct or had any particular belief, nor an actual
      determination by any Reviewing Party that Indemnitee has not met such standard
      of conduct or did not have such belief, prior to the commencement of legal
      proceedings by Indemnitee to secure a judicial determination that Indemnified
      Person should be indemnified under this Agreement under applicable law, shall
      be
      a defense to Indemnitee’s claim or create a presumption that Indemnitee has not
      met any particular standard of conduct or did not have any particular
      belief.  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, 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 other 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.

     

    
      
        
        

      

      
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    6.7           Timing
      of Determination.  If the Reviewing Party 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 such 30 day period may be extended for a reasonable time, not
      to
      exceed an additional fifteen (15) days, if the person, persons or entity making
      the determination with respect to entitlement to indemnification in good faith
      requires such additional time for the obtaining or evaluating documentation
      and/or information relating thereto; and provided, further, that the foregoing
      provisions of this Section 6.7 shall not apply if the
      determination of entitlement to indemnification is to be made by the
      stockholders pursuant to Section 6.3 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.

     

    6.8           Cooperation.  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 under this Agreement of the Indemnitee’s entitlement
      to indemnification. 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 Indemnitee therefor and agrees to hold Indemnitee
      harmless therefrom.

     

    6.9           Success.  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.

     

    
      
        
          
          

        

        
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    7.           Liability
      Insurance.  The Company shall, from time to time, make the
      good faith determination whether or not it is practicable for the Company to
      obtain and maintain a policy or policies of insurance with a reputable insurance
      company providing the Indemnitee with coverage for losses from acts or omissions
      of Indemnitee, and to ensure the Company’s performance of its indemnification
      obligations under this Agreement.  Among other considerations, the
      Company will weigh the costs of obtaining such insurance coverage against the
      protection afforded by such coverage.  In all policies of director and
      officer liability insurance obtained by the Company, Indemnitee shall be named
      as an insured party in such manner as to provide Indemnitee with the same rights
      and benefits as are afforded to the most favorably insured directors or
      officers, as applicable, of the Company.  Notwithstanding the
      foregoing, the Company shall have no obligation to obtain or maintain such
      insurance if the Company determines in good faith that such insurance is not
      reasonably available, if the premium costs for such insurance are
      disproportionately high compared to the amount of coverage provided, or if
      the
      coverage provided by such insurance is limited by exclusions so as to provide
      an
      insufficient benefit.  The Company shall promptly notify Indemnitee of
      any such determination not to provide insurance
      coverage.  Additionally, the Indemnitee acknowledges that no insurance
      policy that may be obtained pursuant to this Section 7 or other financial
      arrangement (including self insurance) which the Company may obtain, may provide
      protection for an Indemnitee adjudged by a court of competent jurisdiction,
      after exhaustion of all appeals therefrom, to be liable for intentional
      misconduct, fraud or a knowing violation of law, except with respect to the
      advancement of expenses or indemnification ordered by a court.

     

    8.           Remedies
      of Indemnitee.

     

    8.1           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 3.2 of this Agreement, (iii) no determination of
      entitlement to indemnification shall have been made within the time period
      specified in Section 6.7 of this Agreement, (iv) payment of
      indemnified amounts is not made pursuant to within the time period specified
      in
Section 6.1 of this Agreement, or (v) payment of indemnified 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 6.7 of this Agreement,
      Indemnitee shall be entitled to an adjudication in an appropriate court of
      the
      State of Nevada, or in any other court of competent jurisdiction, of his
      entitlement to such indemnification. Indemnitee shall commence such proceeding
      seeking an adjudication within 180 days following the date on which Indemnitee
      first has the right to commence such proceeding pursuant to this Section
8.1. The Company shall not oppose Indemnitee’s right to seek any such
      adjudication.

     

    
      
        
          
          

        

        
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    8.2           In
      the event that a determination shall have been made pursuant to Section
6.3 of this Agreement that Indemnitee is not entitled to
      indemnification, any judicial proceeding commenced pursuant to this Section
8 shall be conducted in all respects as a de novo trial, on
      the merits and Indemnitee shall not be prejudiced by reason of that adverse
      determination under Section 6.3.

     

    8.3           If
      a determination shall have been made pursuant to Section 6.3 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 8, absent a prohibition of such indemnification under
      applicable law.

     

    8.4           In
      the event that Indemnitee, pursuant to this Section 8, 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  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.

     

    8.5           The
      Company shall be precluded from asserting in any judicial proceeding commenced
      pursuant to this Section 8 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.

     

    9.           Non-Exclusivity,
      Survival of Rights, Subrogation.

     

    9.1           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 Articles, the Bylaws, any agreement, a vote of
      stockholders or 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 Nevada Law,
      whether by statute or judicial decision, permits greater indemnification than
      would be afforded currently under the Bylaws 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.

     

    9.2           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.

     

    
      
        
        

      

      
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    9.3           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.

     

    


    10.           Exceptions
      to Right of Indemnification. Notwithstanding any other provision of
      this Agreement, Indemnitee shall not be entitled to indemnification under this
      Agreement:

     

    10.1           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 the Indemnitee to assert, interpret or enforce his rights
      under
      this Agreement or any other agreement or insurance policy or under the Company’s
      Articles or Bylaws now or hereafter in effect.

     

    10.2           for
      Expenses incurred by Indemnitee with respect to any action instituted (i) by
      Indemnitee to enforce or interpret this agreement, if a court having
      jurisdiction over such action determines that necessary assertions made by
      Indemnitee as a basis for such action were not made in good faith or were
      frivolous, or (ii) by or in the name of the Company to enforce or interpret
      this
      Agreement, if a court having jurisdiction over such action determines that
      each
      of the material defenses asserted by Indemnitee was made in bad faith or was
      frivolous.

     

    10.3           for
      Expenses and other liabilities arising from the purchase and sale by Indemnitee
      of securities in violation of Section 16(b) of the Securities Exchange Act
      of
      1934, or any similar state or successor statute.

     

    10.4           for
      indemnification made to or on behalf of any director or officer if a final
      adjudication establishes that his/her acts or omissions involved intentional
      misconduct, fraud or a knowing violation of the law and was material to the
      cause of action, unless ordered by a court pursuant to Section 78.7502 of Nevada
      Law or for the advancement of Expenses pursuant to Section
      3.

     

    
      
        
          
          

        

        
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    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
8 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 continue in effect regardless of whether Indemnitee continues
      to
      serve as an officer or director of the Company or any other Enterprise at the
      Company’s request.

     

    12.           Miscellaneous.

     

    12.1           Notice
      by Indemnitee.  Indemnitee agrees promptly to notify the
      Company in writing upon being served with 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.

     

    12.2           No
      Employment Agreement.  Nothing contained in this Agreement
      shall be construed as giving Indemnitee any right to be retained in the
      employment of the Company or any of its subsidiaries or affiliated
      entities.

     

    12.3           Amendments
      and Waivers.  No amendment, modification, replacement,
      termination or cancellation of any provision of this Agreement will be valid,
      unless the same will be in writing and signed by the Company and
      Indemnitee.  No waiver of any default, misrepresentation or breach of
      warranty or covenant hereunder, whether intentional or not, may be deemed to
      extend to any prior or subsequent default, misrepresentation, or breach of
      warranty or covenant hereunder or affect in any way any rights arising because
      of any prior or subsequent such occurrence.

     

    12.4           Successors
      and Assigns.  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.

     

    12.5           Notices.
      All notices, demands and other communications provided for or permitted
      hereunder shall be made in writing and shall be by facsimile, commercial
      overnight courier service or personal delivery to the following addresses,
      or to
      such other addresses as shall be designated from time to time by a party in
      accordance with this Section:

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    if
      to the
      Company, at:

    Electronic
      Clearing House, Inc.

    730
      Paseo
      Camarillo

    Camarillo,
      CA 93010

    Attention:
      Board of Directors

     

    or
      if to
      Indemnitee, at the address set forth on the signature page hereto.

     

    If
      any
      notice, request, demand, direction or other communication required or permitted
      by this Agreement is given by mail it will be effective on the earlier of
      receipt or the third calendar day after deposit in the United States mail with
      first class or airmail postage prepaid; if given by telecopier during regular
      business hours of the recipient, when sent with delivery confirmation if given
      by telecopier outside regular business hours of the recipient, with delivery
      confirmation, at the opening of business on the next business day; if dispatched
      by commercial courier, on the scheduled delivery date; or if given by personal
      delivery, when delivered.

     

    12.6           Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original but all of which together will constitute one and the same
      instrument.

     

    12.7           Headings.  The
      section and paragraph headings contained in this Agreement are inserted for
      convenience only and will not affect in any way the meaning or construction
      of
      this Agreement.

     

    12.8           GOVERNING
      LAW.  THIS AGREEMENT AND ALL RIGHTS, REMEDIES, LIABILITIES,
      POWERS AND DUTIES OF THE PARTIES TO THIS AGREEMENT, SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING
      EFFECT TO ANY CHOICE OF LAW PRINCIPLES.

    
 

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    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Indemnification Agreement as of the date first hereinabove
      written.

    


    
      	 	
              ELECTRONIC
                CLEARING HOUSE, INC.

            
	 	 
	 	
              By: 
                

            	
               

            
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	 
	 	
              Indemnitee

            
	 	 
	 	
               

            
	 	
              Name:

            
	 	 
	 	
              Address:

            
	 	 
	 	 	
               

            
	 	 
	 	 	
               

            
	 	 
	 	 	
               

            
	 	 
	 	 	
              Facsimile: