exv10w1



 





Exhibit 10.1




LIVEWORLD, INC.




INDEMNIFICATION AGREEMENT




     THIS AGREEMENT is entered into, effective as of                     , 2007 by and between LiveWorld,
Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”).



     WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;



     WHEREAS, Indemnitee is a director and/or officer of the Company;



     WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims currently being asserted against directors and officers of corporations;



     WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to
indemnify and advance expenses to its directors and officers to the fullest extent permitted under
Delaware law, and the Indemnitee has been serving and continues to serve as a director and/or
officer of the Company in part in reliance on the Company’s Certificate of Incorporation and
Bylaws; and



     WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal
liability based on Indemnitee’s reliance on the aforesaid Certificate of Incorporation and Bylaws,
(ii) specific contractual assurance that the protection promised by the Certificate of
Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any
amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the
composition of the Company’s Board of Directors or acquisition transaction relating to the Company)
and (iii) an inducement to provide effective services to the Company as a director and/or officer,
the Company wishes to provide in this Agreement for the indemnification of and the advancing of
expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware
law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for
the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability
insurance policies.



     NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve
the Company directly or, at its request, with another enterprise, and intending to be legally bound
hereby, the parties agree as follows:



          1. Certain Definitions:




               (a) “Board” shall mean the Board of Directors of the Company.



               (b) “Affiliate” shall mean any corporation or other person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by or is under common
control with, the person specified, including, without limitation, with respect to the Company, any
direct or indirect subsidiary of the Company.













 





               (c) A “Change in Control” shall be deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, and other than any person holding shares of the Company on the date that the Company
first registers under the Act or any transferee of such individual if such transferee is a spouse
or lineal descendant of the transferee or a trust for the benefit of the individual, his or her
spouse or lineal descendants), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of
the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the
Board and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) 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 of the Board,
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other entity, other than a merger or consolidation that 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 (iv) 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 (in one transaction or a series of transactions) of all or substantially all of the
Company’s assets.



               (d) “Expenses” shall mean any expense, liability or loss, including attorneys’ fees,
judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments or other charges imposed thereon, any federal, state, local or foreign taxes
imposed as a result of the actual or deemed receipt of any payments under this Agreement and all
other costs and obligations, paid or incurred in connection with investigating, defending, being a
witness in, participating in (including on appeal) or preparing for any of the foregoing in, any
Proceeding relating to any Indemnifiable Event.



               (e) “Indemnifiable Event” shall mean any event or occurrence that takes place either
prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a
director or officer of the Company or an Affiliate of the Company, or while a director or officer
is or was serving at the request of the Company or an Affiliate of the Company as a director,
officer, employee, trustee, agent or fiduciary of another foreign or domestic corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise or was a director,
officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation
of the Company or of another enterprise at the request of such predecessor corporation, or related
to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the
Proceeding is alleged action in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee or agent of the Company or an
Affiliate of the Company, as described above.



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               (f) “Independent Counsel” shall mean the person or body appointed in connection with
Section 3.



               (g) “Proceeding” shall mean any threatened, pending or completed action, suit or
proceeding or any alternative dispute resolution mechanism (including an action by or in the right
of the Company or an Affiliate of the Company) or any inquiry, hearing or investigation, whether
conducted by the Company or an Affiliate of the Company or any other party, that Indemnitee in good
faith believes might lead to the institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other.



               (h) “Reviewing Party” shall mean the person or body appointed in accordance with
Section 3.



               (i) “Voting Securities” shall mean any securities of the Company that vote generally
in the election of directors.



          2. Agreement to Indemnify.




               (a) General Agreement. In the event Indemnitee was, 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, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent
permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of
any such amendment or interpretation, only to the extent that such amendment or interpretation
permits the Company to provide broader indemnification rights than were permitted prior thereto).
The parties hereto intend that this Agreement shall provide for indemnification in excess of that
expressly permitted by statute, including, without limitation, any indemnification provided by the
Company’s Certificate of Incorporation, its Bylaws, vote of its stockholders or disinterested
directors or applicable law.



               (b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the
contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in
connection with any Proceeding initiated by Indemnitee against the Company or any director or
officer of the Company unless (i) the Company has joined in or the Board has consented to the
initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under
Section 5 or (iii) the Proceeding is instituted after a Change in Control (other than a Change in
Control approved by a majority of the directors on the Board who were directors immediately prior
to such Change in Control) and Independent Counsel has approved its initiation.



               (c) Expense Advances. If so requested by Indemnitee, the Company shall advance
(within thirty (30) days of such request) any and all Expenses to Indemnitee (an “Expense
Advance”). The Indemnitee shall qualify for such Expense Advances upon the execution and delivery
to the Company of this Agreement which shall constitute an undertaking providing that the
Indemnitee undertakes to repay such Expense Advances if and to the extent that it is ultimately
determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that
Indemnitee is not entitled to be indemnified by the Company. Indemnitee’s obligation to reimburse



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the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.
This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 2(b) or 2(f).



               (d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.



               (e) Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses, but not, however,
for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.



               (f) Prohibited Indemnification. No indemnification pursuant to this Agreement shall
be paid by the Company on account of any Proceeding in which a final judgment is rendered against
Indemnitee or Indemnitee enters into a settlement, in each case (i) for an accounting of profits
made from the purchase or sale by Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or
local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess beyond the amount
paid under any insurance policy or other indemnity provision; or (iii) for which payment is
prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section
2(f), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for
an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any
federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any
Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the
Exchange Act or similar provisions of any federal, state or local laws.



          3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any
appropriate person or body consisting of a member or members of the Board or any other person or
body appointed by the Board who is not a party to the particular Proceeding with respect to which
Indemnitee is seeking indemnification; provided that if all members of the Board are parties to the
particular Proceeding with respect to which Indemnitee is seeking indemnification, the Independent
Counsel referred to below shall become the Reviewing Party; after a Change in Control, the
Independent Counsel referred to below shall become the Reviewing Party. With respect to all
matters arising before a Change in Control for which Independent Counsel shall be the Reviewing
Party and all matters arising after a Change in Control, in each case concerning the rights of
Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement
or under applicable law or the Company’s Certificate of Incorporation or Bylaws now or hereafter in
effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice
only from Independent Counsel selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld or delayed), and who has not otherwise performed services for
the Company or the Indemnitee (other than in connection with




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indemnification matters) within the last five years. The 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. Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee
should be permitted to be indemnified under applicable law. The Company agrees to pay the
reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all
expenses (including attorneys’ fees), claims, liabilities, loss and damages arising out of or
relating to this Agreement or the engagement of Independent Counsel pursuant hereto.




          4. Indemnification Process and Appeal.




               (a) Indemnification Payment. Indemnitee shall be entitled to indemnification of
Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as
soon as practicable after Indemnitee has made written demand on the Company for indemnification,
but in no event later than thirty (30) business days after demand, unless the Reviewing Party has
given a written opinion to the Company that Indemnitee is not entitled to indemnification under
applicable law. Indemnitee shall cooperate with the Reviewing Party making a determination with
respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party
upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.



               (b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if
Indemnitee has not received full indemnification within thirty (30) days after making a demand in
accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights
under this Agreement by commencing litigation in any court in the State of California or the State
of Delaware having subject matter jurisdiction thereof seeking an initial determination by the
court or challenging any determination by the Reviewing Party or any aspect thereof. The Company
hereby consents to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and
Indemnitee. The Company shall be precluded from asserting in any such proceeding 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. The
remedy provided for in this Section 4 shall be in addition to any other remedies available to
Indemnitee at law or in equity.



               (c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a
defense to any action brought by Indemnitee against the Company to enforce this Agreement (other
than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in
advance of its final disposition) that it is not permissible under applicable law for the Company
to indemnify Indemnitee for the amount claimed. In connection with any such action or any
determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proving such a defense or determination shall be on the
Company. Neither the failure of the Reviewing Party or the Company (including its Board,
independent legal counsel or its stockholders) to have made a determination prior to the



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commencement of such action by Indemnitee that indemnification of the claimant is proper under
the circumstances because Indemnitee has met the standard of conduct set forth in applicable law,
nor an actual determination by the Reviewing Party or Company (including its Board, independent
legal counsel or its stockholders) that the Indemnitee had not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met
the applicable standard of conduct. For purposes of this Agreement, the termination of any claim,
action, suit or proceeding, by judgment, order, settlement (whether with or without court
approval), 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. For
purposes of any determination of good faith under any applicable standard of conduct, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books
of account of the Company, including financial statements, or on information supplied to Indemnitee
by the officers of the Company in the course of their duties, or on the advice of legal counsel for
the Company or the Board or counsel selected by any committee of the Board or on information or
records given or reports made to the Company by an independent certified public accountant or by an
appraiser, investment banker or other expert selected with reasonable care by the Company or the
Board or any committee of the Board. The provisions of the preceding sentence shall not be deemed
to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be
deemed to have met the applicable standard of conduct. The knowledge and/or actions, or failure to
act, or any director, officer, agent or employee of the Company shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.



          5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall
indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection
with any action brought by Indemnitee for




                    (i) indemnification or advance payment of Expenses by the Company under this Agreement or any
other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now
or hereafter in effect relating to indemnification for Indemnifiable Events, and/or



                    (ii) recovery under directors’ and officers’ liability insurance policies maintained by the
Company; but only in the event that Indemnitee ultimately is determined to be entitled to such
indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so
requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance
with Section 2(c).



          6. Notification and Defense of Proceeding.




               (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any
Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof; but the omission so to notify the
Company will not relieve the Company from any liability that it may have to Indemnitee, except as
provided in Section 6(c).



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               (b) Defense. With respect to any Proceeding as to which Indemnitee notifies the
Company of the commencement thereof, the Company will be entitled to participate in the Proceeding
at its own expense and except as otherwise provided below, to the extent the Company so wishes, it
may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice
from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company
shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently
incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ
legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the
Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the
employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has
reasonably determined that there may be a conflict of interest between Indemnitee and the Company
in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by
Indemnitee has been approved by the Independent Counsel or (iv) the Company shall not in fact have
employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of
the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall
have made the determination provided for in (ii) above or under the circumstances provided for in
(iii) and (iv) above.



               (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected
without the Company’s written consent, such consent not to be unreasonably withheld; provided,
however, that if a Change in Control has occurred, the Company shall be liable for indemnification
of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the
settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty
or limitation on Indemnitee without Indemnitee’s written consent. The Company shall not be liable
to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company
was not given a reasonable and timely opportunity as a result of Indemnitees’ failure to provide
notice, at its expense, to participate in the defense of such action, and the lack of such notice
materially prejudiced the Company’s ability to participate in defense of such action. The
Company’s liability hereunder shall not be excused if participation in the Proceeding by the
Company was barred by this Agreement.



          7. Establishment of Trust. In the event of a Change in Control, the Company shall,
upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time
to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy
any and all Expenses reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for, participating in, and/or defending any Proceeding
relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to
the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the
Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded
without the written consent of the Indemnitee, (ii) the Trustee shall advance, within thirty (30)
days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee
hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be
required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall
continue to be




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funded by the Company in accordance with the funding obligation set forth above, (iv) the
Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled
to indemnification pursuant to this Agreement or otherwise no later than thirty (30) days after
notice pursuant to Section 4(a) and (v) all unexpended funds in the Trust shall revert to the
Company upon a final determination by the Independent Counsel or a court of competent jurisdiction,
as the case may be, that the Indemnitee has been fully indemnified under the terms of this
Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve
the Company of any of its obligations under this Agreement. All income earned on the assets held
in the Trust shall be reported as income by the Company for federal, state, local and foreign tax
purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall
indemnify the Trustee against any and all expenses (including attorneys’ fees), claims,
liabilities, loss and damages arising out of or relating to this Agreement or the establishment and
maintenance of the Trust.




          8. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any
other rights Indemnitee may have under the Company’s Certificate of Incorporation, Bylaws,
applicable law or otherwise; provided, however, that this Agreement shall supersede any prior
indemnification agreement between the Company and the Indemnitee. To the extent that a change in
applicable law (whether by statute or judicial decision) permits greater indemnification than would
be afforded currently under the Company’s Certificate of Incorporation, Bylaws, applicable law or
this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater
benefits so afforded by such change.




          9. Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be
covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any Company director or officer.




          10. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or on behalf of the Company or any Affiliate of the Company against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the
expiration of two (2) years from the date of accrual of such cause of action or such longer period
as may be required by state law under the circumstances. Any claim or cause of action of the
Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely
filing and notice of a legal action within such period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, the shorter period shall
govern.




          11. Amendment of this Agreement. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be binding unless in the form of a writing signed by
the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a
waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in
exercising any right or remedy hereunder shall constitute a waiver thereof.




          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 rights of recovery of Indemnitee, who




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shall execute all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.




          13. 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 received payment (under any insurance policy, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.




          14. Duration of Agreement. This Agreement shall continue until and terminate upon the
later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director
or officer of the Company or (b) one (1) year after the final termination of any Proceeding,
including any appeal, then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 4(b) of this Agreement relating thereto.




          15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (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), assigns, spouses, heirs and personal and legal
representatives. The Company shall 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. The indemnification provided under this Agreement shall continue as to Indemnitee for any
action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable
Event even though Indemnitee may have ceased to serve in such capacity at the time of any
Proceeding.




          16. Severability. If any provision (or portion thereof) of this Agreement shall be
held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, (a) the
remaining provisions shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) 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, void or unenforceable.




          17. Contribution. To the fullest extent permissible under applicable law, whether or
not the indemnification provided for in this Agreement is available to Indemnitee for any reason
whatsoever, the Company shall pay all or a portion of the amount that would otherwise be incurred
by Indemnitee for Expenses in connection with any claim relating to an Indemnifiable Event, as is
deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to
reflect (i) the relative benefits received by the Company and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of
the Company (and its




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directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).




     18. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such State without giving effect to its principles of conflicts of laws. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising
out of or in connection with this Agreement may be brought in the Delaware Court of Chancery, (ii)
consent to submit to the jurisdiction of the Delaware Court of Chancery for purposes of any action
or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court of Chancery has been brought in an improper or inconvenient forum.



     19. Notices. All notices, demands and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given if delivered by
hand, against receipt or mailed, postage prepaid, certified or registered mail, return receipt
requested and addressed to the Company at:


LiveWorld, Inc.

4340 Stevens Creek Blvd., Suite 101

San Jose, CA 95129

Attention: Chief Executive Officer



and to Indemnitee at the address set forth below Indemnitee’s signature hereto. Notice of change
of address shall be effective only when given in accordance with this Section. All notices
complying with this Section shall be deemed to have been received on the date of hand delivery or
on the third business day after mailing.




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



* * * * *




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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement
as of the day specified above.



	 	 	 	 	 	 	 	 	 
	 	 	LIVEWORLD, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Print Name:	 	 
	 

	 	Title:
	 	 	 	 

	 	 
	 	 	 	 	 	 	 
	 
	 	 	INDEMNITEE	 	 
	 	 	an individual	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Indemnitee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Address)