EX-10.9 FORM OF INDEMNIFICATION AGREEMENT



 





Exhibit 10.9




FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT




     This Director and Officer Indemnification Agreement, dated as of                     , 2007 (this
“Agreement”), is made by and between MedAssets, Inc., a Delaware corporation (the “Company”),
and                     (“Indemnitee”).



RECITALS:




     A. Section 141 of the Delaware General Corporation Law provides that the business and affairs
of a corporation shall be managed by or under the direction of its board of directors.



     B. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware
corporation, directors and officers act as fiduciaries of the corporation and its stockholders.



     C. Thus, it is critically important to the Company and its stockholders that the Company be
able to attract and retain the most capable persons reasonably available to serve as directors and
officers of the Company.



     D. In recognition of the need for corporations to be able to induce capable and responsible
persons to accept positions in corporate management, Delaware law authorizes (and in some instances
requires) corporations to indemnify their directors and officers, and further authorizes
corporations to purchase and maintain insurance for the benefit of their directors and officers.



     E. The Delaware courts have recognized that indemnification by a corporation serves the dual
policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the
knowledge that, if vindicated, the corporation will bear the expense of litigation, and (2)
encouraging capable women and men to serve as corporate directors and officers, secure in the
knowledge that the corporation will absorb the costs of defending their honesty and integrity.



     F. Indemnitee is, or will be, a director and/or officer of the Company and his willingness to
serve, or continue to serve, in such capacity is predicated, in substantial part, upon the
Company’s willingness to indemnify him in accordance with the undertakings set forth in this
Agreement.



     G. Therefore, in recognition of the need to provide Indemnitee with substantial protection
against personal liability, in order to procure Indemnitee’s service or continued service as a
director and/or officer of the Company and to enhance Indemnitee’s ability to serve the Company in
an effective manner, and in order to provide such protection pursuant to express contract rights
(intended to be enforceable irrespective of, among other things, any amendment to the Company’s
certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in
the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or
business combination transaction relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of and the advancement of



 









 






expenses to Indemnitee on the terms, and subject to the conditions, set forth in this
Agreement.



     H. It is the intention and desire of the Company and the Indemnitee that the provisions of
this Agreement be construed liberally, subject to their express terms, so as to maximize the
protection to be provided to Indemnitee hereunder.



AGREEMENT:




     NOW, THEREFORE, the parties hereby agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement with initial capital letters:



          (a) “Change in Control” shall have occurred at such time, if any, as Incumbent Directors cease
for any reason to constitute a majority of Directors. For purposes of this Section 1(a),
“Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the
Company and any individual becoming a Director subsequent to the date hereof whose election,
nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at
least a majority of the then Incumbent Directors (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for director, without
objection to such nomination); provided, however, that an individual shall not be an Incumbent
Director if such individual’s election or appointment to the Board occurs as a result of an actual
or threatened election contest or other actual or threatened solicitation of proxies or consents in
opposition to one or more nominees for director chosen by or on behalf of the Board.




          (b) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action,
suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other,
and whether made pursuant to federal, state or other law; and (ii) any inquiry or investigation,
whether made, instituted or conducted by the Company or any other Person, including, without
limitation, any federal, state or other governmental entity, that Indemnitee reasonably determines
might lead to the institution of any such claim, demand, action, suit or proceeding. For the
avoidance of doubt, the Company intends indemnity to be provided hereunder in respect of acts or
failures to act prior to, on or after the date hereof.




          (c) “Controlled Affiliate” means any corporation, limited liability company, partnership,
joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or
indirectly controlled by the Company. For purposes of this definition, “control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity or enterprise, whether through the ownership of voting securities, through
other voting rights, by contract or otherwise; provided that direct or indirect beneficial
ownership of capital stock or other interests in an entity or enterprise entitling the holder to
cast 15% or more of the total




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number of votes generally entitled to be cast in the election of directors (or persons
performing comparable functions) of such entity or enterprise shall be deemed to constitute control
for purposes of this definition.




          (d) “Disinterested Director” means a director of the Company who is not and was not a party to
the Claim in respect of which indemnification is sought by Indemnitee.




          (e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and
expenses paid or payable in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to investigate, defend, be a witness in or
participate in (including on appeal), any Claim.




          (f) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a
director, officer, employee or agent, including as a member of any committee of the board of
directors, of the Company or as a director, officer, employee, member, manager, trustee or agent,
including as a member of any committee of the board of directors or similar governing body, of any
other corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of
the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect
of any business, transaction, communication, filing, disclosure or other activity of the Company or
any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s
status as a current or former director, officer, employee or agent of the Company or as a current
or former director, officer, employee, member, manager, trustee or agent of the Company or any
other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or
suspected act or failure to act by Indemnitee in connection with any obligation or restriction
imposed upon Indemnitee by reason of such status. In addition to any service at the actual request
of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have
served at the request of the Company as a director, officer, employee, member, manager, trustee or
agent of another entity or enterprise if Indemnitee is or was serving as a director, officer,
employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i)
such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such
entity or enterprise is or at the time of such service was an employee benefit plan (or related
trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a
Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief
Executive Officer (“CEO”) (other than as to the CEO him or herself)) caused or authorized
Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve
in such capacity.




          (g) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting
from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses
incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to
which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that
the Delaware Court of Chancery




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or the court in which such Indemnifiable Claim was brought shall have determined 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 for such Expenses as the
court shall deem proper.




          (h) “Independent Counsel” means a nationally recognized law firm, or a member of a nationally
recognized law firm, that is experienced in matters of Delaware corporate law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company (or any
Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to
matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably
likely to be named) party to the Indemnifiable Claim 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.




          (i) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines,
penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including,
without limitation, all interest, assessments and other charges paid or payable in connection with
or in respect of any of the foregoing.




          (j) “Person” means any individual, entity or group, within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended.




          (k) “Standard of Conduct” means the standard for conduct by Indemnitee that is a condition
precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to,
arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith
and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no
reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of
conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General
Corporation Law or any successor to such provision(s).




     2. Indemnification Obligation. Subject only to Section 7 and to the proviso in this Section,
the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted
or required by the laws of the State of Delaware in effect on the date hereof or as such laws may
from time to time hereafter be amended to increase the scope of such permitted indemnification,
from and against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however,
that, except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant
to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or consented to the initiation
of such Claim. The Company acknowledges that the foregoing obligation may be broader than that now
provided by applicable law and the Company’s Constituent



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Documents and intends that it be interpreted consistently with this Section and the recitals
to this Agreement.



     3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company
prior to the final disposition of any Indemnifiable Claim of any and all actual and reasonable
Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by
Indemnitee. Without limiting the generality or effect of any other provision hereof, Indemnitee’s
right to such advancement is not subject to the satisfaction of any Standard of Conduct. Without
limiting the generality or effect of the foregoing, within five business days after any request by
Indemnitee that is accompanied by supporting documentation for specific reasonable Expenses to be
reimbursed or advanced, the Company shall, in accordance with such request (but without
duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an
amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided
that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at
the final disposition of the Indemnifiable Claim to which the advance related, were in excess of
amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or
resulting from such Indemnifiable Claim. In connection with any such payment, advancement or
reimbursement, at the request of the Company, Indemnitee shall execute and deliver to the Company
an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s
ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid,
advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or
resulting from any Indemnifiable Claim in respect of which it shall have been determined, following
the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee
is not entitled to indemnification hereunder.



     4. Indemnification for Additional Expenses. Without limiting the generality or effect of the
foregoing, the Company shall indemnify and hold harmless Indemnitee from and against and, if
requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five
business days of such request accompanied by supporting documentation for specific Expenses to be
reimbursed or advanced, any and all actual and reasonable Expenses paid or incurred by Indemnitee
in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or
reimbursement or advance payment of Expenses by the Company under any provision of this Agreement,
or under any other agreement or provision of the Constituent Documents now or hereafter in effect
relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability
insurance policies maintained by the Company; provided, however, if it is ultimately determined
that the Indemnitee is not entitled to such indemnification, reimbursement, advance or insurance
recovery, as the case may be, then the Indemnitee shall be obligated to repay any such Expenses to
the Company; provided further, that, regardless in each case of whether Indemnitee ultimately is
determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as
the case may be, Indemnitee shall return, without interest, any such advance of Expenses (or
portion thereof) which remains unspent at the final disposition of the Claim to which the advance
related.



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     5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.



     6. Procedure for Notification. To obtain indemnification under this Agreement in respect of
an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written
request therefor, including a brief description (based upon information then available to
Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in effect under which
coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company
shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the
applicable insurers in accordance with the procedures set forth in the applicable policies. The
Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers,
substantially concurrently with the delivery thereof by the Company to the applicable insurers.
The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable
Loss shall not relieve the Company from any liability hereunder unless, and only to the extent
that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and to
the extent that such failure results in forfeiture by the Company of substantial defenses, rights
or insurance coverage.



     7. Determination of Right to Indemnification.



          (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter
therein, including, without limitation, dismissal without prejudice, Indemnitee shall be
indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such
Indemnifiable Claim in accordance with Section 2, and no Standard of Conduct Determination (as
defined in Section 7(b)) shall be required.




          (b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable
Claim that shall have been finally disposed of, any determination of whether Indemnitee has
satisfied the applicable Standard of Conduct (a “Standard of Conduct Determination”) shall be made
as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall
have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be
made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if
less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote
of a committee of Disinterested Directors designated by a majority vote of all Disinterested
Directors, or (C) if there are no such Disinterested Directors, or if a majority of the
Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the
Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have
occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made
pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy
of which shall be delivered to Indemnitee.




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          (c) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable
Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any
applicable standard of conduct under Delaware law is a legally required condition precedent to
indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has
been determined or deemed pursuant to Section 7(b) to have satisfied the applicable Standard of
Conduct, then the Company shall pay to Indemnitee, within five business days after the later of (x)
the date of notification pursuant to Section 6 in respect of the Indemnifiable Claim or portion
thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses
arose or from which such Indemnifiable Losses resulted, and (y) the earliest date on which the
applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an
amount equal to the amount of such Indemnifiable Losses. Nothing herein is intended to mean or
imply that the Company is intending to use Section 145(f) of the Delaware General Corporation Law
to dispense with a requirement that Indemnitee meet the applicable Standard of Conduct where it is
otherwise required by such statute.




          (d) If a Standard of Conduct Determination is required to be made by Independent Counsel
pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board or a committee
of the Board, and the Company shall give written notice to Indemnitee advising him or her of the
identity of the Independent Counsel so selected. If a Standard of Conduct Determination is
required to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel
shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected. In all events, the Company shall pay
all of the actual and reasonable fees and expenses of the Independent Counsel incurred in
connection with the Independent Counsel’s determination pursuant to Section 7(b).




     8. Cooperation. Indemnitee shall cooperate with reasonable requests of the Company in
connection with any Indemnifiable Claim and any individual or firm making a Standard of Conduct
Determination, including providing to such Person documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
and reasonably necessary to defend the Indemnifiable Claim or make any Standard of Conduct
Determination. The Company shall indemnify and hold harmless Indemnitee from and against and, if
requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five
business days of such request accompanied by supporting documentation for specific costs and
expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and
experts’ fees and expenses) actually and reasonably incurred by Indemnitee in so cooperating with
the Person defending the Indemnifiable Claim or making such Standard of Conduct Determination.



     9. No Presumption. For purposes of this Agreement, 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, will not create a presumption that Indemnitee did not meet any
applicable Standard of Conduct or that indemnification hereunder is otherwise not permitted.



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     10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other
rights Indemnitee may have under the Constituent Documents, or the substantive laws of the State of
Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”). The
Company may not, without the consent of Indemnitee, adopt any amendment to any of the Constituent
Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to
indemnification under this Agreement.



     11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director
and/or officer of the Company and for a reasonable period of time thereafter, which such period
shall be determined by the Company in its sole discretion, the Company shall use commercially
reasonable efforts (taking into account the scope and amount of coverage available relative to the
cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability
insurance providing coverage for directors and/or officers of the Company that is substantially
comparable in scope and amount to that provided by the Company’s current policies of directors’ and
officers’ liability insurance. Upon reasonable request, the Company shall provide Indemnitee or
his or her counsel with a copy of all directors’ and officers’ liability insurance applications,
binders, policies, declarations, endorsements and other related materials. In all policies of
directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as
an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the
same limitations, as are accorded to the Company’s directors and officers most favorably insured by
such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to,
create a trust fund, grant a security interest or use other means, including, without limitation, a
letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its
obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or
seeking to renew any insurance hereunder, the Company will not be required to expend more than 2.0
times the premium amount for insurance in effect upon the closing of the initial public offering of
the Company’s securities (equitably adjusted if necessary to reflect differences in policy
periods).



     12. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee
against other Persons (other than Indemnitee’s successors), including any entity or enterprise
referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee
shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s
reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or,
at the option of Indemnitee, advanced by the Company).



     13. No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has
otherwise already actually received payment (net of Expenses incurred in connection therewith)
under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise
(including from any entity or enterprise referred to in clause (i) of the definition of
“Indemnifiable Claim” in Section 1(f)) in



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respect of such Indemnifiable Losses otherwise indemnifiable hereunder.



     14. Defense of Claims. Subject to the provisions of applicable policies of directors’ and
officers’ liability insurance, if any, the Company shall be entitled to participate in the defense
of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably
satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with
counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent
Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties
in any such Indemnifiable Claim (including any impleaded parties) include both the Company and
Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to
him or her that are different from or in addition to those available to the Company, (c) any such
representation by such counsel would be precluded under the applicable standards of professional
conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter
that are different from or in addition to those of other Persons against whom the Claim has been
made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain
separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of
any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the
Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any
amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the
Company’s prior written consent. The Company shall not, without the prior written consent of the
Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the
Indemnitee is or could have been a party unless such settlement solely involves the payment of
money and includes a complete and unconditional release of the Indemnitee from all liability on any
Claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee
shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may
withhold consent to any settlement that does not provide a complete and unconditional release of
Indemnitee.



15. Successors and Binding Agreement.




          (a) This Agreement shall be binding upon and inure to the benefit of the Company and any
successor to the Company, including, without limitation, any Person acquiring directly or
indirectly all or substantially all of the business or assets of the Company whether by purchase,
merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed
the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable
by the Company.




          (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s
personal or legal representatives, executors, administrators, heirs, distributees, legatees and
other successors.




          (c) This Agreement is personal in nature and neither of the parties hereto shall, without the
consent of the other, assign or delegate this Agreement or any rights or obligations hereunder
except as expressly provided in Sections 16(a) and 16(b). Without




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limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments
hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise,
other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and,
in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company
shall have no liability to pay any amount so attempted to be assigned or transferred.




     16. Notices. For all purposes of this Agreement, all communications, including without
limitation notices, consents, requests or approvals, required or permitted to be given hereunder
must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or one business day
after having been sent for next-day delivery by a nationally recognized overnight courier service,
addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at
the applicable address shown on the signature page hereto, or to such other address as any party
may have furnished to the other in writing and in accordance herewith, except that notices of
changes of address will be effective only upon receipt.



     17. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by and construed in accordance with the substantive laws of the State
of Delaware, without giving effect to the principles of conflict of laws of such State. The
Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of
the State of Delaware for all purposes in connection with any action or proceeding which arises out
of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction,
including, without limitation, objections as to venue or inconvenience, agree that service in any
such action may be made by notice given in accordance with Section 17 and also agree that any
action instituted under this Agreement shall be brought only in the Chancery Court of the State of
Delaware.



     18. Validity. If any provision of this Agreement or the application of any provision hereof
to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of
this Agreement and the application of such provision to any other Person or circumstance shall not
be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal.
In the event that any court or other adjudicative body shall decline to reform any provision of
this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties thereto shall take all such action as may be necessary
or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal
with one or more alternative provisions that effectuate the purpose and intent of the original
provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise
illegal.



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     19. Miscellaneous. No provision of this Agreement may be waived, modified or discharged
unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the
Company. No waiver by either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise, express or implied
with respect to the subject matter hereof have been made by either party that are not set forth
expressly in this Agreement.



     20. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires,
(1) “it” or “its” or words of any gender include each other gender, (2) words using the singular or
plural number also include the plural or singular number, respectively, (3) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire Agreement, (4) the terms
“Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or
Exhibit of or to this Agreement, (5) the terms “include,” “includes” and “including” will be deemed
to be followed by the words “without limitation” (whether or not so expressed), and (6) the word
“or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such
number will refer to calendar days unless business days are specified and whenever action must be
taken (including the giving of notice or the delivery of documents) under this Agreement during a
certain period of time or by a particular date that ends or occurs on a non-business day, then such
period or date will be extended until the immediately following business day. As used herein,
“business day” means any day other than Saturday, Sunday or a United States federal holiday.



     21. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, between the parties hereto with respect
to the subject matter of this Agreement. Any prior agreements or understandings between the
parties hereto with respect to indemnification are hereby terminated and of no further force or
effect.



     22. Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original but all of which together shall constitute one and the same
agreement.



[ SIGNATURE PAGE FOLLOWS ]




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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written.



	 	 	 	 	 
	 	 	MEDASSETS, INC.
	 	 	100 North Point Center East, Suite 200
	 	 	Alpharetta, Georgia 30022
	 	 	Facsimile: (678) 323-2515
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	INDEMNITEE
	 
	 	 	 	 
	 	 	 
	 	 	c/o MedAssets, Inc.
	 	 	100 North Point Center East, Suite 200
	 	 	Alpharetta, Georgia 30022
	 	 	Facsimile: (678) 323-2515
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title: