**Exhibit 10.11**
**INDEMNIFICATION AGREEMENT**
     **This Indemnification Agreement**(“Agreement”) is made as of    ,2003 by and between **Eclipsys Corporation**, a Delaware corporation (the“Company”), and **[Name of Outside Director]**(the “Indemnitee”).
     **Whereas,**Indemnitee is currently serving as an outside director of theCompany and the Company wishes Indemnitee to continue his service in suchcapacity without concern of unwarranted personal liability;
     **Whereas,**the Company desires to attract and retain the services of highlyqualified individuals, such as Indemnitee, to serve as outside directors on theCompany’s Board of Directors (“Board”) and to indemnify its outside directorsso as to provide them with the maximum protection against personal liabilitypermitted by law;
     **Whereas,**the Company’s Third Amended and Restated Certificate ofIncorporation (the “Certificate of Incorporation”) authorizes the Company toprovide indemnification and to advance expenses to the full extent notprohibited by Delaware law;
     **Whereas,**the Certificate of Incorporation also expressly recognizes thatthe indemnification provisions of the Certificate of Incorporation is notexclusive of, and does not affect, any other rights to which a person seekingindemnification may be entitled under any agreement;
     **Whereas,**the Company wishes to provide Indemnitee with an independentcontractual right to indemnification and advancement of defense expenses inaddition to those rights provided in the Certificate of Incorporation;
     **Now, Therefore,**the Company and Indemnitee hereby agree as follows:
     **1. Indemnification in Third Party Proceedings.**The Company shallindemnify, defend, and hold harmless Indemnitee from and against, and shallcompensate and reimburse Indemnitee for, any Damages (as defined below) thatare directly or indirectly suffered or incurred by Indemnitee as a result of,or are directly or indirectly connected with, any threatened, pending orcompleted action or proceeding (other than an action or proceeding by or in theright of the Company to procure a judgment in its favor), whether civil,criminal, administrative or investigative, to which Indemnitee is or was aparty, or is threatened to be made a party, by reason of, or arising from, thefact that Indemnitee is or was a member of the Company’s Board, or the board ofdirectors of any subsidiary of the Company, by reason of any action or inactionon the part of Indemnitee in his role as a member of the Company’s Board or byreason of the fact that Indemnitee is or was serving at the request of theCompany as a director, officer, employee, agent or fiduciary of the Company orof another corporation, partnership, joint venture, trust or other enterprise,*provided however*, that the Company shall not be obligated to indemnifyIndemnitee under this Section 1 unless Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company, and,
 

 

with respect to any criminal action or proceeding, Indemnitee had noreasonable cause to believe Indemnitee’s conduct was unlawful. The terminationof any action or proceeding by judgment, order, settlement, conviction, or upona plea of *nolo contendere*or its equivalent shall not, of itself, create apresumption that (i) Indemnitee did not act in good faith, (ii) Indemnitee didnot act in a manner which Indemnitee reasonably believed to be in the bestinterests of the Company, or (iii) with respect to any criminal action orproceeding, Indemnitee had reasonable cause to believe that Indemnitee’sconduct was unlawful. Anyone seeking to overcome the presumption thatIndemnitee is entitled to indemnification under this Section 1 shall have theburden of proof and the burden of persuasion by clear and convincing evidence.“Damages” shall mean any Expenses (as defined below),judgments, fines andamounts paid in settlement actually and reasonably incurred by Indemnitee or onhis behalf in connection with an action or proceeding. “Expenses” shall meanany expenses actually and reasonably incurred by Indemnitee or on his behalf inconnection with an action or proceeding, including any fee (including any legalfee, expert fee, accounting fee or advisory fee), charge, cost (including anycost of investigation) or expense of any nature, but shall not include theamount of any judgments, fines, or amounts paid in settlement of any action orproceeding.
     **2. Indemnification in Proceedings by or in the Right of the Company.**TheCompany shall indemnify, defend, and hold harmless Indemnitee from and against,and shall compensate and reimburse Indemnitee for, any Expenses and, to theextent permitted by law, amounts paid in settlement that are directly orindirectly suffered or incurred by Indemnitee as a result of, or are directlyor indirectly connected with, any threatened, pending or completed action orproceeding by or in the right of the Company to procure a judgment in itsfavor, to which Indemnitee is or was a party, or is threatened to be made aparty, by reason of, or arising from, the fact that Indemnitee is or was amember of the Company’s Board, or the board of directors of any subsidiary ofthe Company, by reason of any action or inaction on the part of Indemnitee inhis role as a member of the Company’s Board or by reason of the fact thatIndemnitee is or was serving at the request of the Company as a director,officer, employee, agent or fiduciary of the Company or of another corporation,partnership, joint venture, trust or other enterprise, *provided however*, thatthe Company shall not be obligated to indemnify Indemnitee under this Section2: (1) unless Indemnitee acted in good faith and in a manner Indemniteereasonably believed to be in or not opposed to the best interests of theCompany; or (2) for any claim, issue or matter as to which Indemnitee shallhave been adjudged to be liable to the Company, unless and only to the extentthat the court in which such action or proceeding is or was pending shalldetermine upon application that, despite the adjudication of such liability butin view of all the circumstances of the case, Indemnitee is fairly andreasonably entitled to indemnity for Expenses and then only to the extent thatthe court shall determine. The termination of any action or proceeding byjudgment, order, settlement, conviction, or upon a plea of *nolo contendere*orits equivalent shall not, of itself, create a presumption that (i) Indemniteedid not act in good faith, or (ii) Indemnitee did not act in a manner whichIndemnitee reasonably believed to be in the best interests of the Company.Anyone seeking to overcome the presumption that Indemnitee is entitled toindemnification under this Section 2 shall have the burden of proof and theburden of persuasion by clear and convincing evidence.
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     **3. Expenses; Indemnification Procedure.**
          **(a) Advancement of Expenses.**The Company shall advance all Expensesincurred by Indemnitee in connection with the investigation, defense,settlement or appeal of any civil or criminal action or proceeding referencedin Sections 1 or 2 hereof (but not amounts actually paid in settlement of anysuch action or proceeding). Indemnitee hereby undertakes to repay such amountsadvanced only if, and to the extent that, it shall ultimately be determinedsuch Expenses were not reasonable or that Indemnitee is not entitled to beindemnified by the Company as authorized hereby. The advances to be madehereunder shall be paid by the Company to Indemnitee within ten (10) daysfollowing delivery of a written statement therefor by Indemnitee to theCompany. Such statement or statements shall reasonably evidence the Expensesincurred by the Indemnitee. Any advances and undertakings to repay pursuant tothis Section 3(a) shall be made without regard to the financial ability of theIndemnitee to make repayment and shall be unsecured and interest free.
          **(b) Witness Expenses**. Notwithstanding any other provision of thisAgreement, to the extent that Indemnitee is, by reason of, or arising from, thefact that Indemnitee is or was a member of the Company’s Board, or the board ofdirectors of any subsidiary of the Company, a witness in any proceeding towhich Indemnitee is not a party, he shall be indemnified against all expensesactually and reasonably incurred by him or on his behalf in connectiontherewith.
          **(c) Notice/Cooperation by Indemnitee**. Indemnitee shall give the Companynotice in writing as soon as practicable of any claim made against Indemniteefor which indemnification will or could be sought under this Agreement. Noticeto the Company shall be directed to the President of the Company at the addressshown on the signature page of this Agreement (or such other address as theCompany shall designate in writing to Indemnitee). In addition, Indemniteeshall give the Company such information and cooperation as it may reasonablyrequire and as shall be within Indemnitee’s power.
          **(d) Procedure.**Any indemnification provided for in Section 1 or 2 shallbe made no later than forty-five (45) days after receipt of the written requestof Indemnitee. If a claim under this Agreement, under any statute, or underany provision of the Company’s Certificate of Incorporation or Bylaws providingfor indemnification, is not paid in full by the Company within forty-five (45)days after a written request for payment thereof has first been received by theCompany, Indemnitee may, but need not, at any time thereafter bring an actionagainst the Company to recover the unpaid amount of the claim and, subject toSection 17 of this Agreement, Indemnitee shall also be entitled to be paid forthe Expenses (including attorneys’ fees) of bringing such action. It shall bea defense to any such action (other than an action brought to enforce a claimfor Expenses incurred in connection with any action or proceeding in advance ofits final disposition) that Indemnitee has not met the standards of conductwhich make it permissible under applicable law for the Company to indemnifyIndemnitee for the amount claimed, but the burden of proving such defense shallbe on the Company, and Indemnitee shall be entitled to receive interim paymentsof Expenses pursuant to Subsection 3(a) unless and until such defense may befinally adjudicated by court order or judgment from which no further right ofappeal exists. It is the parties’ intention that if the Company contestsIndemnitee’s right to indemnification, the question of Indemnitee’s right toindemnification shall be for the court to decide, and neither the failure ofthe Company (including its Board of
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Directors, any committee or subgroup of the Board of Directors,independent legal counsel, or its shareholders) to have made a determinationthat indemnification of Indemnitee is proper in the circumstances becauseIndemnitee has met the applicable standard of conduct required by applicablelaw, nor an actual determination by the Company (including its Board ofDirectors, any committee or subgroup of the Board of Directors, independentlegal counsel, or its shareholders) that Indemnitee has not met such applicablestandard of conduct, shall create a presumption that Indemnitee has or has notmet the applicable standard of conduct.
          **(e) Settlements.**Notwithstanding anything to the contrary containedherein, the Company shall not be required to indemnify the Indemnitee underthis Agreement for any amounts paid in settlement of any action or proceedingeffected without the Company’s prior written consent. The Company shall notsettle any action or proceeding in any manner that would impose any penalty orlimitation on Indemnitee without Indemnitee’s prior written consent. Neitherthe Company nor the Indemnitee shall unreasonably withhold their consent to anyproposed settlement.
          **(f) Selection of Counsel.**In the event the Company shall be obligatedunder Section 3(a) hereof to pay the Expenses of any proceeding againstIndemnitee, the Company, if appropriate, shall be entitled to assume thedefense of such proceeding, with counsel approved by Indemnitee, which approvalshall not be unreasonably withheld, upon the delivery to Indemnitee of writtennotice of its election so to do. After delivery of such notice, approval ofsuch counsel by Indemnitee and the retention of such counsel by the Company,the Company will not be liable to Indemnitee under this Agreement for any feesof counsel subsequently incurred by Indemnitee with respect to the sameproceeding, provided that (i) Indemnitee shall have the right to employ hiscounsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by theCompany, (B) counsel to the Indemnitee shall have reasonably concluded thatthere may be a conflict of interest between the Company and Indemnitee in theconduct of any such defense or (C) the Company shall not, in fact, haveemployed counsel to assume the defense of such proceeding, then the fees andexpenses of Indemnitee’s counsel shall be at the expense of the Company exceptas otherwise expressly provided in this Agreement.
     **4. Additional Indemnification Rights; Nonexclusivity.**
          **(a) Scope.**Notwithstanding any other provisions of this Agreement, theCompany hereby agrees to indemnify the Indemnitee to the fullest extentpermitted by law, notwithstanding that such indemnification is not specificallyauthorized by the other provisions of this Agreement, the Company’s Certificateof Incorporation, the Company’s Bylaws or by statute. In the event of anychange, after the date of this Agreement, in any applicable law, statute orrule which expands the right of a Delaware corporation to indemnify a member ofits Board, such changes shall be, *ipso facto*, within the purview ofIndemnitee’s rights and Company’s obligations, under this Agreement. In theevent of any change in any applicable law, statute or rule which narrows theright of a Delaware corporation to indemnify a member of its Board, suchchanges, to the extent not otherwise required by such law, statute or rule tobe applied to this Agreement shall have no effect on this Agreement or theparties’ rights and obligations hereunder.
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          **(b) Nonexclusivity.**The indemnification provided by this Agreement shallnot be deemed exclusive of any rights to which Indemnitee may be entitled underthe Company’s Certificate of Incorporation, its Bylaws, any agreement, any voteof shareholders or disinterested directors, Delaware law, or otherwise, both asto action in Indemnitee’s official capacity and as to action in anothercapacity while holding such office. The indemnification provided under thisAgreement shall continue as to Indemnitee for any action taken or not takenwhile serving in an indemnified capacity even though he may have ceased toserve in such capacity at the time of any action or otherwise coveredproceeding.
     **5. Partial Indemnification.**If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion ofthe Expenses, judgments, fines, or amounts paid in settlement actually orreasonably incurred by him in the investigation, defense, appeal or settlementof any civil or criminal action or proceeding, but not, however, for the totalamount thereof, the Company shall nevertheless indemnify Indemnitee for theportion of such Expenses, judgments, fines, or amounts paid in settlement towhich Indemnitee is entitled. For purposes of this Section 5 and withoutlimitation, the termination of any claim, issue or matter by dismissal, with orwithout prejudice, shall be deemed to be a successful result as to such claim,issue or matter.
     **6. Mutual Acknowledgment.**Both the Company and Indemnitee acknowledgethat in certain instances, Federal law or applicable public policy may prohibitthe Company from indemnifying its directors, officers or other advisors underthis Agreement or otherwise. Indemnitee understands and acknowledges that theCompany has undertaken or may be required in the future to undertake with theSecurities and Exchange Commission to submit the question of indemnification toa court in certain circumstances for a determination of the Company’s rightunder public policy to indemnify Indemnitee.
     **7. Severability.**Nothing in this Agreement is intended to require orshall be construed as requiring the Company to do or fail to do any act inviolation of applicable law. The Company’s inability, pursuant to applicablelaw (as determined by a court of competent jurisdiction), to perform itsobligations under this Agreement shall not constitute a breach of thisAgreement. The provisions of this Agreement shall be severable as provided inthis Section 7. If this Agreement or any portion hereof shall be invalidatedon any ground by any court of competent jurisdiction, then the Company shallnevertheless indemnify Indemnitee to the full extent permitted by anyapplicable portion of this Agreement that shall not have invalidated, and thebalance of this Agreement not so invalidated shall be enforceable in accordancewith its terms.
     **8. Exceptions.**Any other provision herein to the contrarynotwithstanding, the Company shall not be obligated pursuant to the terms ofthis Agreement to indemnify Indemnitee or to advance Expenses in connectionwith any of the following:
          **(a) Excluded Acts.**With respect to any acts or omissions or transactionsfrom which a director may not be relieved of liability under Delaware law;
          **(b) Claims Initiated by Indemnitee.**With respect to proceedings or claimsinitiated or brought voluntarily by Indemnitee and not by way of defense,except with respect to
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proceedings brought to establish or enforce a right to indemnificationunder this Agreement or any other statute or law, but such indemnification oradvancement of Expenses may be provided by the Company in specific cases if theBoard of Directors has approved the initiation or bringing of such suit;
          **(c) Lack of Good Faith.**For any Expenses incurred by the Indemnitee withrespect to any proceeding instituted by Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of thematerial assertions made by the Indemnitee in such proceeding was not made ingood faith or was frivolous;
          **(d) Claims Under Section ****16(b)****.**For Expenses and the payment of profitsarising from the purchase and sale by Indemnitee of securities in violation ofSection 16(b) of the Securities Exchange Act of 1934, as amended, or anysimilar successor statute;
          **(e) Insurance Payments.**To the extent that payment is actually made tothe Indemnitee under a valid, enforceable and collectible insurance policy;
          **(f) Other Payments.**To the extent that the Indemnitee is indemnified andactually paid otherwise than pursuant to this Agreement; or
          **(g) Personal Advantage.**If it is proved by final judgment in a court oflaw or other final adjudication to have been based upon or attributable to theIndemnitee’s in fact having gained any personal profit or advantage to which hewas not legally entitled.
     **9. Remedies of Indemnitee**.
          **(a) **In the event that (i) the Company makes a determination thatIndemnitee is not entitled to indemnification under Section 1 or 2 of thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section3 of this Agreement, (iii) payment of indemnification is not made pursuant tothis Agreement within forty-five days after receipt by the Company of a writtenrequest therefore, Indemnitee shall be entitled to an adjudication in anappropriate court in the state of Delaware, or in any other court of competentjurisdiction, of his entitlement to such indemnification.
          **(b) **In the event that Indemnitee, pursuant to this Section 9, seeks ajudicial adjudication of his rights under, or to recover damages for breach of,this Agreement, or to recover under any directors’ and officers’ liabilityinsurance policies maintained by the Company, the Company shall pay on hisbehalf, in advance, any and all expenses actually and reasonably incurred byhim in such judicial adjudication, regardless of whether Indemnitee ultimatelyis determined to be entitled to such indemnification, advancement of expensesor insurance recovery, unless as a part of such adjudication, the court ofcompetent jurisdiction determines that each of the material assertions made byIndemnitee as a basis for such action were not made in good faith or werefrivolous.
     **10. Insurance.**To the extent that the Company maintains an insurancepolicy or policies providing liability insurance for directors, officers,employees, or agents or fiduciaries of the Company or any other corporation,partnership, joint venture or other enterprise which such person serves at therequest of the Company, Indemnitee shall be covered by such policy or
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policies in accordance with its or their terms to the maximum extent ofthe coverage available for any such director, officer, employee or agent undersuch policy or policies.
     **11. Subrogation.**In the event of any payment under this Agreement, theCompany shall be subrogated to the extent of such payment to all of the rightsof recovery of Indemnitee, who shall execute all papers required and take allaction necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.
     **12. Effectiveness of Agreement.**To the extent that the indemnificationpermitted under the terms of certain provisions of this Agreement exceeds thescope of the indemnification provided for under Delaware law, such provisionsshall not be effective unless and until the Company’s Certificate ofIncorporation authorize such additional rights of indemnification. In allother respects, the balance of this Agreement shall be effective as of the dateset forth on the first page.
     **13. Enforcement.**The Company expressly confirms and agrees that it hasentered into this Agreement and assumed the obligations imposed on it hereby inorder to induce Indemnitee to serve as a director of the Company, and theCompany acknowledges that Indemnitee is relying upon this Agreement asconsideration for serving as a director of the Company.
     **14. Construction of Certain Phrases.**
          **(a) **For purposes of this Agreement, references to the “Company” shallinclude, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, employees or agents, so that ifIndemnitee is or was a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, Indemniteeshall stand in the same position under the provisions of this Agreement withrespect to the resulting or surviving corporation as Indemnitee would have withrespect to such constituent corporation if its separate existence hadcontinued.
          **(b) **For purposes of this Agreement, references to “other enterprises”shall include employee benefit plans; references to “fines” shall include anyexcise taxes assessed on Indemnitee with respect to an employee benefit plan;and references to “serving at the request of the Company” shall include anyservice as a director, officer, employee or agent of the Company which imposesduties on, or involves services by, such director, officer, employee or agentwith respect to an employee benefit plan, its participants, or beneficiaries.
     **15. Counterparts.**This Agreement may be executed in one or morecounterparts, each of which shall constitute an original.
     **16. Successors and Assigns.**This Agreement shall be binding upon theCompany and its successors and assigns, and shall inure to the benefit ofIndemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.This agreement will continue in effect whether Indemnitee continues to serve asan officer or director of the Company or any other enterprise at the Company’srequest.
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     **17. Attorneys’ Fees.**In the event that any action is instituted byIndemnitee under this Agreement to enforce or interpret any of the termshereof, Indemnitee shall be entitled to be paid all court costs and expenses,including reasonable attorneys’ fees, incurred by Indemnitee with respect tosuch action, unless as a part of such action, the court of competentjurisdiction determines that each of the material assertions made by Indemniteeas a basis for such action were not made in good faith or were frivolous. Inthe event of an action instituted by or in the name of the Company under thisAgreement or to enforce or interpret any of the terms of this Agreement,Indemnitee shall be entitled to be paid all court costs and expenses, includingattorneys’ fees, incurred by Indemnitee in defense of such action (includingwith respect to Indemnitee’s counterclaims and cross-claims made in suchaction), unless as a part of such action the court determines that each ofIndemnitee’s material defenses to such action were made in bad faith or werefrivolous.
     **18. Notices.**All notices, requests, demands and other communicationsunder this Agreement shall be in writing and shall be deemed duly given (i) ifdelivered by hand and receipted for by the party addressee, on the date of suchreceipt, or (ii) if mailed by domestic certified or registered mail, properlyaddressed with postage prepaid, on the third business day after the datepostmarked; otherwise a notice shall be deemed duly given when such noticeshall be actually received by the addressee. Addresses for notice to eitherparty are as shown on the signature page of this Agreement, or as subsequentlymodified by written notice. The failure to notify the Company shall notrelieve the Company of any obligation which it may have to the Indemnitee underthis Agreement or otherwise.
     **19. Modification and Waiver**. No supplement, modification, termination oramendment of this Agreement shall be binding unless executed in writing by bothparties. No waiver of any of the provisions of this Agreement shall be deemedor shall constitute a waiver of any other provisions hereof (whether or notsimilar) nor shall such wavier constitute a continuing waiver.
     **20. Choice of Law.**This Agreement shall be governed by and its provisionsconstrued in accordance with the laws of the State of Delaware as applied tocontracts between Delaware residents entered into and to be performed entirelywithin Delaware.
[*Signature Page Follows*]
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     **IN WITNESS WHEREOF,**the parties hereto have executed this IndemnificationAgreement as of the date first above written.       **AGREED TO AND ACCEPTED**             **INDEMNITEE:**   **COMPANY:**          By: [Name of Outside Director]         By:    Title:    Address:              
 

 

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