Exhibit 10.17


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made as of the date set
forth on the signature page of this Agreement by and between Transaction
Systems Architects, Inc., a Delaware corporation (the “Company”), and
the person whose name appears on the signature page of this Agreement (“Indemnitee”).  The Company and Indemnitee are referred to
collectively in this Agreement as the “Parties.”


 


Preliminary Statements


 


A.            The Company and
Indemnitee recognize the significant increases in the cost of liability
insurance for directors, officers, employees, agents and fiduciaries.


 


B.            The Company and
Indemnitee further recognize the substantial increase in corporate litigation
in general, subjecting directors, officers, employees, agents and fiduciaries
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited.


 


C.            Indemnitee does not
regard the current protection available as adequate under the present
circumstances, and Indemnitee and other directors, officers, employees, agents
and fiduciaries of the Company may not be willing to continue to serve in such
capacities without additional protection.


 


D.            The Company desires to
attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to
continue to provide services to the Company, wishes to provide for the
indemnification and advancing of expenses to Indemnitee to the maximum extent
permitted by law.


 


E.             In view of the
considerations set forth above, the Company desires that Indemnitee be
indemnified by the Company as set forth in this Agreement.


 


Agreement


 


The Parties,
intending to be legally bound, agree as follows:


 


1.             Definitions and
Construction of Certain Phrases.


 


1.1           Definitions.


 


“Agreement”
has the meaning provided in the introductory paragraph to this Agreement.


 


“Bylaws”
means the Amended and Restated Bylaws of the Company, as amended.


 

















 


“Certificate of
Incorporation” means the Amended and Restated Certificate of Incorporation
of the Company, as amended.


 


“Claim” has
the meaning provided in Section 2.1.


 


“Company”
has the meaning provided in the introductory paragraph to this Agreement.


 


“Disinterested
Director” means a member of the Board of Directors of the Company who is
not and was not a party to the particular Claim for which Indemnitee is seeking
indemnification.


 


“Expense
Advance” has the meaning provided in Section 2.2.


 


“Expenses”
has the meaning provided in Section 2.1


 


“Indemnifiable
Event” has the meaning provided in Section 2.1.


 


“Indemnitee”
has the meaning provided in the introductory paragraph to this Agreement.


 


“Independent
Legal Counsel” means an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2.2 or Section 2.3, who shall not
have otherwise performed services for the Company or Indemnitee within the last
three years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements).


 


“Parties”
has the meaning provided in the introductory paragraph to this Agreement.


 


“Voting
Securities” means any securities of the Company that vote generally in the
election of directors.


 


1.2           Construction of
Certain Phrases. For the purposes of this Agreement, the following terms
and phrases have the meaning and construction set forth as follows:


 


“Company”,
as defined in Section 1.1, shall also include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, agents or fiduciaries, so that if Indemnitee is
or was a director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.


 


“Change in
Control” shall be deemed to have occurred if (a) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), other


 


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than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
corporation or other entity owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock
of the Company becomes the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
more than 20% of the total voting power represented by the Company’s then
outstanding Voting Securities, (b) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (c) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting power
represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or
a series of transactions) all or substantially all of the Company’s assets.


 


“DGCL”
shall mean the General Corporation Law of the State of Delaware and any
successor statute as amended from time to time.


 


“fines”
shall include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan.


 


“other
enterprises” shall include employee benefit plans.


 


“serving at the
request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company or any subsidiary thereof or in any
position which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries.


 


2.             Indemnification.


 


2.1           Indemnification;
Expense Advancement


 


(a)           The Company shall
indemnify, and advance Expenses to, Indemnitee to the fullest extent permitted
by law if Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit, proceeding
or alternative dispute resolution mechanism, or any hearing, inquiry or
investigation (“Proceeding”) that Indemnitee in good faith believes
might lead to the institution of any such Proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a “Claim”) by reason of (or arising in part out of)
any event or occurrence related to the fact that Indemnitee


 


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is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action or inaction on
the part of Indemnitee while serving in such capacity (each, an “Indemnifiable
Event”) against any and all expenses (including attorneys’ fees and all
other costs (including costs of supercedes and other appeal bonds), expenses
and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend,
be a witness in or participate in, any Proceeding, judgments, fines, penalties
and amounts paid in settlement (if such settlement is approved in advance by
the Company, which approval shall not be unreasonably withheld) of such Claim
(collectively, “Expenses”), including all interest, assessments and
other charges paid or payable in connection with or in respect of such
Expenses.


 


(b)           In the event the
Indemnifiable Event is a Proceeding by or in the right of the Company to
procure a judgment in its favor, no indemnification for Expenses shall be made
under this Section 2.1 in respect of any Claim as to which Indemnitee shall
have been adjudged by a court in a final determination from which there is no
appeal to be liable to the Company, unless and only to the extent that 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.


 


2.2           Change in Control.  The Company agrees that if there is a Change
in Control of the Company then, with respect to all matters thereafter arising
concerning Indemnitee’s entitlement to indemnifications or the rights of
Indemnitee to payments of Expenses and Expense Advances under this Agreement or
any other agreement or under the Certificate of Incorporation or Bylaws as now
or hereafter in effect, Independent Legal Counsel shall be selected by
Indemnitee and shall make such determination by written opinion to the Company
and Indemnitee.  The Company agrees to
pay the reasonable fees of the Independent Legal Counsel referred to above and
to fully indemnify such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.


 


2.3           Mandatory Payment of
Expenses.  Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been successful
on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Proceeding, or in the defense of
any Claim, issue or matter therein, Indemnitee shall be indemnified against all
Expenses incurred by Indemnitee in connection therewith.


 


3.             Advancement
of Expenses; Indemnification Procedures, Prescriptions and Remedies.


 


3.1           Advancement of
Expenses.  The Company shall advance
all Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding, whether brought by or in the right of the Company or otherwise, in
advance of any determination with respect to entitlement to indemnification
hereunder within 5 business days after receipt by the Company of a written
request from Indemnitee requesting such payment or payments from time to time,
whether before


 


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or after final disposition of
such Proceeding. Such request shall reasonably evidence the Expenses so
incurred.  Indemnitee hereby undertakes
and agrees that he will reimburse and repay the Company for any Expenses so
advanced if, and to the extent that, it shall ultimately be determined (in a final
adjudication by a court from which there is no further right of appeal) that
Indemnitee is not entitled to be indemnified by the Company against such
Expenses.  Advances shall be made
without regard to Indemnitee’s ultimate entitlement to indemnification under
the other provisions of this Agreement.


 


3.2           Notice.  Indemnitee shall[, as a condition precedent to Indemnitee’s right to be
indemnified under this Agreement, give the Company notice in writing as soon as
practicable of any Claim made in writing against Indemnitee for which
indemnification will or could be sought under this Agreement.  Notice to the Company shall be directed to
the Chief Executive Officer of the Company at the address shown on the
signature page of this Agreement.


 


3.3           Request by
Indemnitee.  To obtain
indemnification under this Agreement, 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 or an
Assistant Secretary of the Company shall then promptly advise the members of
the Board in writing that Indemnitee has requested indemnification.  Upon the Company’s receipt of such request,
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement to indemnification, shall forthwith be made in accordance with
Section 145(d) of the DGCL.


 


3.4           Presumptions; Burden
of Proof.  The termination of 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 applicable law.  In addition, the failure of persons empowered or selected to make
a determination hereunder to have made a determination as to whether Indemnitee
has met the standard of conduct set forth in subsections (a) or (b) of Section
145 of the DGCL or an actual determination by such persons that Indemnitee has
not met such standard of conduct, prior to the commencement of legal
Proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under applicable law, shall not be a defense to
Indemnitee’s claim or create a presumption that Indemnitee has not met such
standard of conduct. Indemnitee shall be presumed to  be entitled to indemnification and Expense advancement under
this Agreement and  the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled
by clear and convincing evidence.


 


3.5           Failure to Make
Timely Determination.  If the person
or persons empowered or selected to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within 60 days after
receipt by the Company of Indemnitee’s request for indemnification, 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 knowing misstatement by Indemnitee of a material fact, or knowing
omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with Indemnitee’s


 


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request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period
may be  extended for a reasonable
time, not to exceed an additional 30 days, if the person making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating to such determination; provided further, that the 60-day limitation set forth in
this Section shall not apply and such period shall be extended as necessary (i)
if within 30 days after receipt by the Company of Indemnitee’s request for
indemnification Indemnitee and the Company have agreed, and the Board has
resolved, to submit such determination to the stockholders of the Company for
their consideration at a meeting of stockholders to be held within 90 days
after such agreement and such determination is made thereat.


 


3.6           Adverse
Determination; Failure to Pay.  If
(a) a determination is made that Indemnitee is not entitled to indemnification
under this Agreement, (b) there has been any failure by the Company to make
timely payment or advancement of any amounts due hereunder, Indemnitee shall be
entitled to commence an action seeking an adjudication in the Court of his
entitlement to such indemnification or advancement of Expenses.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


3.7           Adverse
Determination Not to Affect any Judicial Proceeding.  If a determination shall have been that
Indemnitee is not entitled to indemnification under this Agreement, any
judicial proceeding commenced thereafter shall be conducted in all respects as
a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason
of such initial adverse determination.


 


3.8           Company Bound by
Determination Favorable to Indemnitee. 
If a determination shall have been made or deemed to have been made that
Indemnitee is entitled to indemnification, the Company shall be irrevocably
bound by such determination in any judicial proceeding commenced thereafter and
shall be precluded from asserting that such determination has not been made or
that the procedure by which such determination was made is not valid, binding
and enforceable, in each such case absent (a) a knowing misstatement by
Indemnitee of a material fact, or a knowing omission of a material fact
necessary to make a statement by Indemnitee not materially misleading, in
connection with Indemnitee’s request for indemnification or (b) a prohibition
of such indemnification under applicable law.


 


3.9           Company Bound by the
Agreement.  The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this
Agreement 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.


 


3.10         Notice to Insurers.  If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 3.2, the Company has
liability insurance in effect which may cover such Claim, the Company shall
give prompt notice of the commencement of such Claim 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


 


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Indemnitee, all amounts payable
as a result of such action, suit, Proceeding, inquiry or investigation in
accordance with the terms of such policies.


 


3.11         Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to
assume the defense of such Claim with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, upon the delivery to Indemnitee of
written notice of its election to do so. 
Thereafter the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Claim; provided that, (a) Indemnitee shall have the
right to employ Indemnitee’s counsel in any such Claim at Indemnitee expense
and (b) if (i) the employment of separate counsel by Indemnitee has
been previously authorized by the Company, (ii) Indemnitee shall have
reasonably concluded that there is a conflict of interest between the Company
and Indemnitee in the conduct of any such defense, or (iii) the Company
shall not continue to retain such counsel to defend such Claim, then the fees
and expenses of Indemnitee counsel shall be at the expense of the Company.  The Company shall have the right to conduct
such defense as it sees fit in its sole discretion, including the right to
settle any Claim, against Indemnitee without the consent of the Indemnitee,
provided the Company then agrees that such Claim will be indemnified under this
Agreement.


 


4.             Additional Indemnification
Rights; Nonexclusivity.


 


4.1           Scope.  The Company hereby agrees to indemnify, and
advance Expenses to, Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
other provisions of this Agreement, the Certificate of Incorporation, the
Bylaws or by statute.  In the event of
any change after the date of this Agreement in any applicable law, statute or
rule which expands the right of a Delaware corporation to indemnify a member of
its Board of Directors or an officer, employee, agent or fiduciary, it is the
intent of the Parties that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change.  In
the event of any change in any applicable law, statute or rule which narrows
the right of a Delaware corporation to indemnify a member of its Board of
Directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the Parties’ rights
and obligations hereunder except as set forth in Section 9.1.


 


4.2           Nonexclusivity.  The indemnification provided by this
Agreement shall be in addition to any rights to which Indemnitee may be entitled
under the Certificate of Incorporation, the Bylaws, any agreement, resolution
of the Board, any vote of stockholders or disinterested directors, the DGCL or
otherwise.  The indemnification provided
under this Agreement shall continue as to Indemnitee for any action Indemnitee
took or did not take while serving in an indemnified capacity even though
Indemnitee may have ceased to serve in such capacity.


 


5.             No Duplication of
Payments.  The Company shall not be
liable under this Agreement to make any payment in connection with any Claim
made against Indemnitee to the extent Indemnitee has otherwise actually
received payment (under any insurance policy, Certificate of


 


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Incorporation, Bylaw or
otherwise) of the amounts otherwise indemnifiable under this Agreement.


 


6.             Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of Expenses incurred in connection with any
Claim, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which
Indemnitee is entitled.


 


7.             Mutual
Acknowledgement.  Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Company’s right under public policy to indemnify
Indemnitee.


 


8.             Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as
to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors, if Indemnitee is a director; or
of the Company’s officers, if Indemnitee is not a director of the Company but
is an officer; or of the Company’s key employees, agents or fiduciaries, if
Indemnitee is not an officer or director but is a key employee, agent or
fiduciary.


 


9.             Exceptions.  Any other provision in this Agreement to the
contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:


 


9.1           Claims Initiated by
Indemnitee.  To indemnify or advance
Expenses to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee except (a) claims brought by way of defense, including without
limitation, by way of counterclaim, crossclaim, impleader, or third party
claim, (b) with respect to actions or Proceedings brought to establish or
enforce a right to indemnification or advancement of Expenses under this
Agreement or any other agreement or insurance policy or under the Certificate
of Incorporation or Bylaws now or hereafter in effect, (c) in specific
cases if the Board of Directors has approved the initiation or bringing of such
Claim, or (d) as otherwise required under Section 145 of the DGCL, regardless
of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be;


 


9.2           Litigation Brought
with Lack of Good Faith.  To
indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to
any Proceeding instituted by Indemnitee to enforce or interpret this Agreement,
if a court of competent jurisdiction in a final determination from which there
is no appeal determines that each of the material assertions made by Indemnitee
in such Proceeding was not made in good faith or was frivolous; or


 


9.3           Claims Under Section
16(b).  To indemnify Indemnitee for
amounts paid to the Company as profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor


 


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statute; provided, Indemnitee
shall be advanced Expenses in connection with any Proceeding involving such
Claim (i) in which the Company reasonably determines that a violation of
Section 16(b) did not occur, or (ii) brought on behalf of the Company by a
qualified shareholder if the Company declines to institute a Proceeding within
60 days after a demand therefor.


 


10.          Period of Limitations.  No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such two-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.


 


11.          Miscellaneous.


 


11.1         Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall constitute an original.


 


11.2         Binding Effect;
Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the Parties and their respective successors, assigns, including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. 
The Company shall, as a condition to closing, require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to
Indemnitee, 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. 
This Agreement shall continue in effect with respect to Claims relating
to Indemnifiable Events regardless of whether Indemnitee continues to serve as
a director, officer, employee, agent or fiduciary of the Company or of any
other enterprise at the Company’s request.


 


11.3         Attorneys’ Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be paid all Expenses incurred by Indemnitee with
respect to such action, regardless of whether Indemnitee is ultimately
successful in such action, and shall be advanced such Expenses with respect to
such action, unless, as a part of such action, a court of competent
jurisdiction over such action in a final determination from which there is no
appeal determines that each of the material assertions made by Indemnitee as a
basis for such action was not made in good faith or was frivolous.  In the event of an action instituted by or
in the name of the Company under this Agreement to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred
with respect to Indemnitee counterclaims and cross-claims made in such action),
and shall be advanced Expenses with respect to such action, unless, as a part
of such action, a court having jurisdiction over such


 


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action in a final determination
from which there is no appeal determines that each of Indemnitee’s material
defenses to such action was made in bad faith or was frivolous.


 


11.4         Notice.  All notices and other communications
required or permitted hereunder shall be in writing, shall be effective when
given, and shall in any event be deemed to be given (a) five days after
deposit with the U.S. Postal Service or other applicable postal service, if
delivered by first class mail, postage prepaid, (b) upon delivery, if
delivered by hand, (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid, or
(d) one day after the business day of delivery by facsimile transmission,
if delivered by facsimile transmission, with copy by first class mail, postage
prepaid, and shall be addressed if to Indemnitee, at the Indemnitee address as
set forth beneath Indemnitee’s signature to this Agreement and if to the
Company at the Company’s address shown on the signature page of this Agreement
(attention: Secretary) or at such other address as such Party may designate by
ten days’ advance written notice to the other Party.


 


11.5         Consent
to Jurisdiction.  The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any action or
Proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and
continued only in the Court of Chancery of the State of Delaware in and for New
Castle County, which shall be the exclusive and only proper forum for
adjudicating such a claim.


 


11.6         Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted
by law.  Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.


 


11.7         Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into and
to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.


 


11.8         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 shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.


 


11.9         Amendment and
Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by both Parties.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a


 


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waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


11.10.      Integration and Entire
Agreement.  This Agreement sets
forth the entire understanding between the Parties and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the Parties, except
for related or applicable provisions that may be in the Certificate of
Incorporation, Bylaws, or resolutions of the Board of Directors of the Company,
which shall apply in full to the extent more favorable to Indemnitee than
comparable terms and provisions contained herein.


 


11.11       No Construction as
Employment Agreement.  Nothing
contained in this Agreement shall be construed as giving Indemnitee any right
to be retained or employed by the Company or any of its subsidiaries.


 


The Parties have
executed and delivered this Agreement as of the 1st day of August,
2003.


 


	
   

  	
  TRANSACTION SYSTEMS ARCHITECTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED TO AND ACCEPTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
											



 


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