January 15, 2009 8K Exhibit 10.9





                                                                       Exhibit 10.9 



INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this "Agreement") dated as of ___________
, 20___, is made by and between Favrille, Inc., a Delaware corporation (the "Company"),
and  ("Indemnitee").

R E C I T A L S:

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

B.The Company's Amended and Restated Bylaws (the "Bylaws"), require that the
Company indemnify its directors, and empowers the Company to indemnify its officers, employees and agents, as authorized by the
Delaware General 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 proferred 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.

A G R E E M E N T :

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:





	 Definitions.



	 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. 

                                          - 1 -













	 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.


	 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.


	 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.


	 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.


	 Indemnification.



	 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.


	 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.


	 Indemnification of Expenses of Successful Party.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee 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.


	 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




                                          - 3 -










indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.



	 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).


	 Notice and Other Indemnification Procedures.



	 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 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.


	 Request for Indemnification and Indemnification Payments.  Indemnitee shall notify the Company
promptly in writing upon receiving notice of nay demand, judgment or other requirement for payment that Indemnitee reasonably believes to
the 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.


	 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




                                          - 4 -










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 by 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,
stockholders 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.



	 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.


	 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.


	 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.


	 Exceptions.



	 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




                                          - 5 -










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.




	 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
Amended and Restated Certificate of Incorporation (the "Certificate 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.


	 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 stockholders.


	 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




                                          - 6 -










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.



	 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 Certificate 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 Certificate 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.  



	 Term.  The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has
ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer,
employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to
the benefit of Indemnitee's heirs, executors and administrators.  

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





                                          - 7 -









period; provided, however, that if any shorter period of limitations is
otherwise applicable to such cause of action, such shorter period shall govern.



	 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.


	 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.


	 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.


	 Amendment and Waiver.  No supplement, modification, amendment, termination, 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.



	 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 telegram, telecopy or telex, 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.


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

                                          - 8 -









	 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.


	 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.


	 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 Certificate 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.  

[SIGNATURES ON FOLLOWING PAGE]


 

 

 

 



                                          - 9 -








IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first above written.



	 	
FAVRILLE, INC.



By: ______________________________

Name: ______________________________

Title: ____________________________ 


Address: ___________________________  


	 	
INDEMNITEE

 ___________________________________

Signature of Indemnitee

 ___________________________________

Print or Type Name of Indemnitee

Address: ___________________________ 

                ___________________________