EXHIBIT 10.1


 





INDEMNITY AGREEMENT


 


This
Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between
_________________, Inc., a
Nevada corporation (the “Company”), and _________________ (“Indemnitee”).


 


Recitals


 


A.       The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B.       The
Company’s bylaws (the “Bylaws”) require that the Company indemnify its directors and officers, and empowers
the Company to indemnify its employees and agents, as authorized by the Nevada Corporation Law, as amended (the “Code”),
under which the Company is organized and such Bylaws expressly provide that the indemnification provided therein is not exclusive
and contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth
specific indemnification provisions.


 


C.       Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance
as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees
and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.


 


D.       The
Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company,
as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.       Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if
Indemnitee is furnished the indemnity provided for herein by the Company.


 


Agreement


 


Now
Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


1.       Definitions.


 


(a)       Agent.
For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director,
officer, employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request
or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer,
employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise. 


 


(b)       Expenses.
For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation,
all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or
other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred
by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification
under this Agreement, the Code or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include
any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of law. The term “expenses”
shall also include reasonable compensation for time spent by Indemnitee for which he is not compensated by the Company or any subsidiary
or third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation
to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors
of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of,
employed by, or providing services for compensation to, the Company or any subsidiary.


 


 




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(c)       Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,
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 in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case,
in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a
director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part
while acting as director, officer, employee or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time
any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under
this Agreement.


 


(d)       Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more
than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or
more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary.


 


(e)       Independent
Counsel. For purposes of this Agreement, the term “independent counsel” means
a law firm, or a partner (or, if applicable, member) of such 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, 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.


 


2.       Agreement
to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee
or agent of the Company or any subsidiary, as the case may be, faithfully and to the best of his or her ability, at the will of
such corporation (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent
of such corporation, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions
of the bylaws or other applicable charter documents of such corporation, or until such time as Indemnitee tenders his or her resignation
in writing; provided, however, that nothing contained in this Agreement is intended as an employment agreement between Indemnitee
and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company or any
of its subsidiaries in any capacity.


 


The Company acknowledges
that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its
obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee
or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer, employee or agent of the Company.


 


3.       Indemnification.


 


(a)       Indemnification
in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify
Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that
such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment),
if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses,
actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.


 


 


 




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(b)       Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below,
the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time
(but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior
to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding
by or in the right of the Company to procure a judgment in its favor, against any and all expenses actually and reasonably incurred
by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification
for Expenses shall be made under this Section 3(b) in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court competent jurisdiction to be liable to the Company, unless and only to the extent that the Chancery
Court of the State of Delaware or any court in which the proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification.


 


4.       Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is a party to (or a participant in) any proceeding and has been successful on the merits or otherwise
in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without
prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the
investigation, defense or appeal of such proceeding.


 


5.       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense,
settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification
for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.


 


6.       Advancement
of Expenses. To the extent not prohibited by law, the Company shall advance the expenses
incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the
receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee
in connection with such expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with
the invoice) and upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it
is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not
entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitee’s
ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing
an action to enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement,
including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges
that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest
extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances
under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall
not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 


7.       Notice
and Other Indemnification Procedures.


 


(a)       Notification
of Proceeding. Indemnitee will notify the Company in writing promptly 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 or advancement of expenses covered hereunder. The written notification to the Company shall
include a description of the nature of the proceeding and the facts underlying the proceeding. The failure of Indemnitee to so
notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.


 


(b)       Request
for Indemnification and Indemnification Payments. Indemnitee shall notify the Company
promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes
to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification
payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt
of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.


 


 


 




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(c)       Application
for Enforcement. In the event the Company fails to make timely payments as set forth in
Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing
Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing
or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee
is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors,
shareholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the
Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses
hereunder.


 


(d)       Indemnification
of Certain Expenses. The Company shall indemnify Indemnitee against all expenses incurred
in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding
on the merits in all material respects.


 


8.       Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the expenses
of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to
the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by
the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement
for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall
have the right to employ separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing,
if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall
not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then
in any such event the fees and expenses of Indemnitee’s counsel to defend such proceeding shall be subject to the indemnification
and advancement of expenses provisions of this Agreement.


 


9.       Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability
insurance for directors, officers, employees, or agents of the Company or of any subsidiary (“D&O Insurance”),
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a
notice of a claim pursuant to the terms hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice
of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of such policies.


 


10.       Exceptions.


 


(a)       Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration
paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of
law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes
that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable
and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below);
(ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase
or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee
to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee's conduct
from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a
final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately
dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on account of conduct
that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting
in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final
judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification
is sought or a separate proceeding or action to establish rights and liabilities under this Agreement. 


 


 


 






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(b)       Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company
shall not be obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought
by Indemnitee against the Company or its directors, officers, employees or other agents and not by way of defense, except (i) with
respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or under any other agreement,
provision in the Bylaws or Articles of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated
by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law.
However, indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors
determines it to be appropriate.


 


(c)       Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not
be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement
of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold
consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise
admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party
in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its shareholders.


 


(d)       Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall
not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking
appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”),
or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512
of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under
the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability
under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such
issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound
by any such undertaking.


 


11.       Nonexclusivity
and Survival of Rights. The provisions for indemnification and advancement of expenses
set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under
any provision of applicable law, the Company’s Articles of Incorporation, Bylaws or other agreements, both as to action in
Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company, in any court in which a proceeding
is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company
and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of
the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated
in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken
place.


 


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 or her corporate status prior to such amendment, alteration or
repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement
of expenses than would be afforded currently under the Company’s Articles of Incorporation, 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, by Indemnitee shall not prevent the concurrent
assertion or employment of any other right or remedy by Indemnitee.


 


12.       Term.
This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have
ceased to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination
of any proceeding, including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement
of expenses hereunder. 


 


No legal action shall
be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee's
estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) 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 five-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to such cause of action, such shorter period shall govern.


 


 


 






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13.       Subrogation.
In the event of 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, at the request and expense of the Company, shall execute all papers required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 


14.       Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted
and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.       Severability.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the
validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect
to Section 14 hereof.


 


16.       Amendment
and Waiver. No supplement, modification, amendment, or cancellation 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 be
deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. 


 


17.       Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to
or served upon the parties hereto shall be in writing and, if by electronic transmission, shall be deemed to have been validly
served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered
three (3) business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and
addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other
address(es) as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the
attention of the Secretary of the Company.


 


18.       Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws
of the State of Nevada, as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada.


 


19.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the
existence of this Agreement.


 


20.       Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.


 


21.       Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the
parties with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in
furtherance of the Company’s Articles of Incorporation, Bylaws, the Code and any other applicable law, and shall not be deemed
a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder. 


 


 


 






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In
Witness Whereof, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	
        COMPANY

         

        By:   __________________________

        Name:___________________

        Title: ___________________

	 	 
	 	
        INDEMNITEE

         

         

        _____________________________

        Signature of Indemnitee

         

         

        _____________________________

        Print or Type Name of Indemnitee



 




 


 


 


 


 






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