Indemnification Agreement

 Indemnification Agreement

This Indemnification Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

RECITALS:

A. [INCLUDE RELEVANT RECITALS HERE]

B. [INCLUDE RELEVANT RECITALS HERE]

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS]).

Definitions

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Board" means [PARTY A]'s then current board of directors.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in [New York, New York] are not open for business.

A "Change in Control" will be deemed to occur on the earliest of

(a) any Person becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of [PARTY A] representing more than 50% of the total voting power represented by [PARTY A]'s then-outstanding voting securities,

(b) the consummation of [PARTY A]'s sale or disposition of all or substantially all of its assets,

(c) the consummation of a merger or consolidation of [PARTY A] with or into any other entity, other than a merger or consolidation which would result in the voting securities of [PARTY A] outstanding immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by [PARTY A]'s voting securities, such surviving entity, or its parent outstanding immediately after the merger or consolidation,

(d) if Persons who are members of [PARTY A]'s Board at the time [PARTY B]'s employment with [PARTY A] began cease for any reason to constitute at least a majority of the members of the board over a 12 month period; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of [PARTY A]'s Board  in position at the time [PARTY B]'s employment with [PARTY A] began then still in office, such new board member will, for purposes of this agreement, be considered as a member of [PARTY A]'s board of directors at the time [PARTY B]'s employment with [PARTY A] began, but not

(e) if the event or transaction's sole purpose is to change the state of [PARTY A]'s  incorporation or to create a holding company that will be owned in substantially the same proportions by the Persons who held [PARTY A]'s securities immediately before such event or transaction.

"Enterprise" means any corporation (other than [PARTY A]), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at [PARTY A]'s request as a director, manager, officer, employee, agent, or trustee.

"Governmental Authority" means 

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision, 

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or 

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

"Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against [PARTY B] and arising out of this agreement or otherwise out of [PARTY B]'s corporate status with [PARTY A].

"Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Litigation Expenses" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding (Direct Claim Indemnifiable Proceeding or Third Party Claim Indemnifiable Proceeding) or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

"Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding (Direct Claim Indemnifiable Proceeding or Third Party Claim Indemnifiable Proceeding), including any interest accrued, but excluding any Litigation Expenses.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Secondary Indemnitors" is defined in section [PARTY A PRIMARILY RESPONSIBLE].

Services to [PARTY A]

Employment Duties. [PARTY B] hereby agrees to serve as a director or officer of [PARTY A].

Employment at Will

Resign for Any Reason. [PARTY B] may resign from its position for any reason (subject to any other contractual obligation or any obligation imposed by Law),

No Further Obligations. If [PARTY B] resigns under paragraph [RESIGN FOR ANY REASON][PARTY A] will not have any obligation under this agreement to continue to employ [PARTY B] in such position.

No Employment Agreement. This agreement shall not be deemed an employment contract between [PARTY A] (or any of its subsidiaries or any Enterprise) and [PARTY B].

No Employment Rights. Nothing contained in this [agreement / plan] is intended to create any employment relationship between the parties.

Indemnification of [PARTY B]. [PARTY A] shall indemnify [PARTY B] to the fullest extent permitted by applicable Law, including the following obligations.

Proceedings Brought by Third Parties[PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses incurred in connection with any Indemnifiable Proceeding brought or threatened by a third party against [PARTY B], as long as [PARTY B]

did not act in bad faith, and in a manner [PARTY B] knew or should have known was opposed to [PARTY A]'s best interests,

did not knowingly commit or willful misconduct, or

as to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Proceedings Brought by or in Right of [PARTY A][PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses incurred in connection with any Indemnifiable Proceeding brought by or in the right of [PARTY A] against [PARTY B], as long as 

[PARTY B] acted in good faith and in a manner [PARTY B] reasonably believed to be in or not opposed to the best interests of [PARTY A], except for

if applicable Law provides, such Indemnifiable Losses in connection with an Indemnifiable Proceeding in which [PARTY B] is determined to be liable to [PARTY A] unless and to the extent that the [COURT] determines that such indemnification may be made.

Indemnification Even When Wholly or Partly Successful

Wholly Successful Claims. [PARTY A]'s shall indemnify [PARTY B] under this agreement in connection with Indemnifiable Proceedings where [PARTY B] is

wholly-successful, on the merits or otherwise, or

successful, on the merits or otherwise, as to one or more, but not all, claims, issues, or matters in the Indemnifiable Proceeding.

Termination by Dismissal. For purposes of this paragraph [INDEMNIFICATION EVEN WHEN WHOLLY OR PARTIALLY SUCCESSFUL], the termination of any Indemnifiable Proceeding, or any claim, issue, or matter within an Indemnifiable Proceeding, by dismissal, with or without prejudice, will be deemed to be a successful result as to the Indemnifiable Proceeding, claim, issue or matter.

Indemnification for Expenses of a Witness. To the extent that [PARTY B] is, by reason of his or her corporate status, a witness in any proceeding to which [PARTY B] is not a party, [PARTY A] shall indemnify [PARTY B] to the extent permitted by applicable Law against all Indemnifiable Losses actually and reasonably incurred by [PARTY B] or on [PARTY B]'s behalf in connection with his or her role as a witness.

Exclusions from Indemnity. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with any of the following Indemnifiable Proceedings. 

Insurance[PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings for which payment has actually been made to [PARTY B] or on [PARTY B]'s behalf under any insurance policy or other indemnity provision, except for any excess amounts beyond what was paid under any insurance policy or other indemnity provision.

Excluded Acts or Omissions. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings that may not be indemnified against or otherwise relieved of liability for under applicable Law.

Unauthorized Settlements. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings for which any settlement amounts have already been paid, unless [PARTY A] consents to the settlement in writing.

Section 16(b) of Exchange Act[PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings arising out of

an accounting of profits [PARTY B] made from buying and selling (or selling and buying) [PARTY A] securities within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory Law or common Law, or

any reimbursement of [PARTY A] by [PARTY B] of any bonus or other incentive-based or equity-based compensation or of any profits [PARTY A] realized from selling [PARTY A] securities, as required in each case under the Exchange Act.

Claim Initiated by [PARTY B][PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings (or any part of any proceeding) [PARTY B] initiates, including any proceedings (or any part of any proceeding) [PARTY B] initiates against [PARTY A], its directors, officers, employees, or other indemnitees, unless

[PARTY A]'s Board authorized the proceeding (or any part of any proceeding) prior to its initiation or

[PARTY A] provides the indemnification, in its sole discretion, under the powers vested in [PARTY A] under applicable Law.

Procedure for Indemnification Claims

Notice

Written Request. Before more a claim for indemnification, [PARTY B] shall submit a written request to [PARTY A] with the information

reasonably available to [PARTY B], and

reasonably necessary to determine whether and to what extent [PARTY B] is entitled to indemnification.

Advise of Board of Directors. Promptly after receiving [PARTY B]'s written request, [PARTY A] shall advise its Board of the request.

Delay of Notice Does Not Relieve Company Obligations. [PARTY A] will not be released from its indemnification obligations for any delay in [PARTY B]'s request, except to the extent [PARTY A] is prejudiced by the delay.

Determining Entitlement to Indemnification

Determination Procedure. After [PARTY B]'s written request for indemnification under paragraph [NOTICE], [PARTY A]'s obligation to provide the requested indemnification will be determined in the following ways.

By Independent Counsel Following a Change of Control. If the request is in connection with a Change in Control, the determination will be made by independent counsel in a written opinion to [PARTY A]'s board of directors, a copy of which [PARTY A] shall be deliver to [PARTY B]; or

By [PARTY A]'s Directors or Shareholders if not Following a Change of Control. Subject to paragraph [ON PARTY B'S WRITTEN REQUEST], if the request is not in connection with a Change in Control, the determination will be made

by a majority vote of [PARTY A]'s disinterested directors, even if less than a quorum of [PARTY A]'s Board,

by a committee of [PARTY A]'s disinterested directors designated by a majority vote of all [PARTY A]'s disinterested directors, even if less than a quorum of [PARTY A]'s Board, or

if directed by [PARTY A]'s Board, by [PARTY A]'s stockholders.

By Independent Counsel on [PARTY B]'s Written Request. [PARTY B] may require the determination be made by independent counsel in connection with any request for indemnification. 

Cooperation

[PARTY B]'s Cooperation. [PARTY B] shall cooperate with the Persons making the determination in connection with its entitlement to indemnification, including on the Persons' written request, providing the Persons any documentation or information that is not privileged, otherwise protected from disclosure, that is reasonably available to [PARTY B], and reasonably necessary to this determination.

Good Faith Determination of Entitlement. [PARTY A] shall use reasonable efforts to ensure that any independent counsel it appoints, member of its Board, or its stockholder acts reasonably and in good faith in making a determination regarding [PARTY B]'s entitlement to indemnification under this agreement.

Costs for Cooperation. [PARTY A] shall pay any costs or expenses (including attorneys' fees and disbursements) [PARTY B] reasonably incurs in cooperating with the Persons making the determination, to the extent permitted by applicable Law.

Selection of Independent Counsel. If independent counsel is required under this section to determine [PARTY B]'s entitlement to indemnification, the parties shall select the independent counsel as provided under this paragraph.

Independent Counsel Required Following Change in Control. If independent counsel is required under paragraph [BY INDEPENDENT COUNSEL FOLLOWING CHANGE IN CONTROL], [PARTY B] shall

select the independent counsel (unless [PARTY B] requests [PARTY A] make the selection), and

give written notice to [PARTY A] of the selected independent counsel.

Independent Counsel Required by [PARTY B]. If independent counsel is required under paragraph [BY INDEPENDENT COUNSEL ON PARTY B'S WRITTEN REQUEST], [PARTY A]' board of directors shall

select the independent counsel (unless [PARTY A] requests [PARTY B] make the selection), and

give written notice to [PARTY B] of the selected independent counsel.

Objection to Independent Counsel. 

By Written Objection. Either party may object to the other party's selection of independent counsel by written objection, within [10] Business Days after receiving written notice of the selection.

Grounds for Objection. Either party's objection to the selected independent counsel must list particular facts justifying its objection.

Failure to Object. If the non-selecting party does not properly and timely object, the person so selected will act as the independent counsel.

Consequences of Objection. If a proper and timely written objection is substantiated, the Person selected to be independent counsel may not serve as independent counsel unless and until

 the objection is withdrawn, or

 a court has determined the objection is without merit.

Resolution of Objection. If, within [20] Business Days after the later of [PARTY A]'s written request for indemnification under this section and the final disposition of the Proceeding, the parties have not agreed on an independent counsel, either party may petition a court of competent jurisdiction to

 resolve any objection made to the other party's selection of independent counsel, and

 appoint a Person or Persons as independent counsel.

Discharge of Independent Counsel. On the commencement of any Indemnifiable Proceeding or arbitration under this agreement, the independent counsel will be discharged and relieved of any further responsibility in its capacity (subject to the then applicable standards of professional conduct).

Independent Counsel Fees

[PARTY A] Pays Fees. Subject to paragraph [PARTY B PAYS FEES IF IT REQUIRED INDEPENDENT COUNSEL], [PARTY A] shall

 pay the reasonable fees and expenses of any independent counsel, and

 fully indemnify the counsel against any and all Litigation Expenses, claims, liabilities, and damages arising out of this agreement or the counsel's engagement under this agreement.

[PARTY B] Pays Fees if it Required Independent Counsel. If [PARTY B] required independent counsel under paragraph [ON PARTY B'S WRITTEN REQUEST][PARTY B] shall

 pay the reasonable fees and expenses of any independent counsel, and

 fully indemnify the counsel against any and all Litigation Expenses, claims, liabilities, and damages arising out of this agreement or the counsel's engagement under this agreement.

Defense Counsel

[PARTY A] May Elect to Defend. If [PARTY A] is obligated under this section to pay the expenses in connection with any Indemnifiable Proceeding against [PARTY B], on written notice to [PARTY B], [PARTY A] may elect to defend the proceeding if it

gives written notice to [PARTY B], and

uses counsel approved by [PARTY B], which approval will not be unreasonably withheld, conditioned, or delayed.

[PARTY B]'s Right to Employ Counsel. Subject to paragraph [PARTY A'S FAILURE TO APPOINT COUNSEL], [PARTY B] may employ counsel in any Indemnifiable Proceeding at [PARTY B]'s own expense if

[PARTY A] authorizes [PARTY B]'s employment of counsel, or

[PARTY B] reasonably concludes that there may be a conflict of interest between [PARTY B] and [PARTY A] in the conduct of any such defense.

Fees in Connection with Defense

[PARTY B] Responsible for Subsequent Expenses. Subject to paragraph [PARTY A'S FAILURE TO APPOINT COUNSEL], after delivery of notice, approval of counsel, and retention of counsel by, [PARTY A] will not be liable to [PARTY B] under this agreement for any fees in connection with the counsel in the same Indemnifiable Proceeding [PARTY B] subsequently incurs.

[PARTY A]'s Failure to Appoint Counsel. if [PARTY A] did not elect to defend the proceeding or appoint counsel for to defend the Indemnifiable Proceeding, then [PARTY A] shall bear the fees of [PARTY B]'s selected counsel under paragraph [PARTY B'S RIGHT TO EMPLOY COUNSEL].

Recognition of Settlement

Successful Settlement. Any settlement or other disposition short of final judgment may be deemed successful if it permits a party to avoid expense, delay, distraction, disruption, and uncertainty.

Presumed Successful. If any Indemnifiable Proceeding, or claim, issue or matter within an Indemnifiable Proceeding, [PARTY B] is party to is resolved in any manner that is not adverse to [PARTY B] (including settlement with or without payment of money or other consideration), it will be presumed that [PARTY B] was been successful on the merits or otherwise in the Indemnifiable Proceeding, or claim, issue or matter.

Overcoming Presumption of Success. Any Person seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.

Notice to Insurers

Notice. If [PARTY A] has directors' and officers' liability insurance in effect when it receives [PARTY B]'s request for indemnification, [PARTY A] shall promptly notify its insurers of the commencement of the Indemnifiable Proceeding.

Payment on behalf of [PARTY B]. After notifying its insurers under paragraph [NOTICE], directly above, [PARTY A] shall take all necessary or desirable actions to cause its insurers to pay, on [PARTY B]' behalf, all amounts payable as a result of such Indemnifiable Proceeding.

Payment. If it is determined that [PARTY B] is entitled to indemnification, [PARTY A] shall pay the required amounts within [10] Business Days after the determination.

1. Advancement of Expenses

1.1. Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.

1.2. Expense Statements. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

1.3. Advances Unsecured and Interest. Such advances shall, in all events, be unsecured and interest free, and made without regard to the Indemnitee's ability to repay the advances.

1.4. Adjudication under this Agreement. The Indemnitee's entitlement to such Expense Advance will include those Expenses incurred in connection with any Proceeding by the Indemnified Party against the Corporation seeking an adjudication or award pursuant to this Agreement.

Advancement of Litigation Expenses

Litigation Expenses. [PARTY A] shall advance all reasonable Litigation Expenses [PARTY B] incurs (or incurred on [PARTY B]'s behalf) in connection with any Indemnifiable Proceeding within [20] Business Days after [PARTY A]'s receives [PARTY B]'s written request for such advance or advances, whether before or after final disposition of such proceeding.

Litigation Expense Statements[PARTY B]'s request must

reasonably evidence all Litigation Expenses [PARTY B]'s incurs, and

include, be preceded by, or accompanied by an undertaking by or on behalf of [PARTY B] to repay any Litigation Expenses advanced if it is ultimately determined that [PARTY B] is not entitled to be indemnified against such Litigation Expenses.

Mutual Acknowledgement. The parties acknowledge that in certain instances, applicable Law or public policy may prohibit [PARTY A] from indemnifying its directors, officers, employees, controlling Persons, agents, or fiduciaries, including [PARTY B], under this agreement or otherwise.

[PARTY A] Primarily Responsible

Secondary Indemnitors. [PARTY A] acknowledges that, to the extent that [PARTY B] is serving on [PARTY B]'s Board at the request or direction of a venture capital fund, other entity, or certain of its affiliates (collectively, the "Secondary Indemnitors"), [PARTY B] may have certain rights to indemnification and advancement of expenses provided by the Secondary Indemnitors.

[PARTY A] Primarily Responsible for Indemnity. [PARTY A] acknowledges that, as between itself and the Secondary Indemnitors,

[PARTY A] is primarily responsible for amounts required to be indemnified or advanced under its certificate of incorporation, bylaws, or this agreement, and

any obligations the Secondary Indemnitors have to indemnify or advance expenses for the same amounts is secondary to [PARTY A]'s obligations.

Waiver of Contribution. [PARTY A] hereby waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities [PARTY A] is primarily responsible for under this section, but only to the extent this waiver does not conflict with any insurance policy providing liability or other insurance for [PARTY A], or any of its directors, trustees, general partners, managing members, officers, employees, agents, or fiduciaries[, or any other Enterprise].

Subrogation of Secondary Indemnitors. If the Secondary Indemnitors pay any amounts [PARTY A] is otherwise required to indemnify or advance under its certificate of incorporation, bylaws, or this agreement, the Secondary Indemnitors will 

be subrogated to the extent of such payment to all of [PARTY B]'s rights of recovery for indemnification or advancement of expenses under [PARTY A]'s certificate of incorporation, bylaws, or this agreement or,

to the extent subrogation is unavailable and contribution is found to be the applicable remedy, have a right to contribution in connection with the amounts paid.

Third Party Beneficiaries. The Secondary Indemnitors are express third party beneficiaries of the terms of this section.

Presumptions and Effects of Certain Proceedings

Presumption of Entitlement to Indemnity. If [PARTY B] has properly submitted a request for indemnification under this agreement,

the Person empowered or selected to determine whether [PARTY B] is entitled to indemnification shall presume [PARTY B] is entitled to the requested indemnification, to the fullest extent permitted by Law, and

[PARTY A] will have the burden of proof to overcome that presumption, to the fullest extent permitted by Law.

Failure to Make Determination. If, within [60] Business Days after [PARTY A] receives [PARTY B]'s request for indemnification, the Person empowered or selected to determine whether [PARTY B] is entitled to indemnification does not make a determination, [PARTY B] will be deemed entitled to the requested indemnification, unless [PARTY A] shows

[PARTY B]'s request for indemnification included a false or materially misleading statement, or omitted a material fact necessary to make [PARTY B]'s statement not materially misleading, or

the requested indemnification is prohibited by Law.

Presumption upon Termination of Claim. [PARTY B] pleading nolo contendere, or any equivalent, to any Indemnifiable Proceeding will not on its own

adversely affect [PARTY B]'s right to indemnification,

create a presumption that [PARTY B] did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to [PARTY A]'s best interests or,

as to any criminal proceeding, that [PARTY B] had reasonable cause to believe that his or her conduct was unlawful.

Presumption of Good Faith. For purposes of any determination of good faith, [PARTY B] will be deemed to have acted in good faith to the extent he or she relied in good faith on

[PARTY A]'s[ or the Enterprise's] records or books of account, including financial statements,

information supplied to him or her by [PARTY A]'s officers[, or the Enterprise's officers,] in the course of their duties,

the advice of [PARTY A]'s legal counsel, Board, or counsel selected by a committee of the Board[, or the advice of the Enterprise's legal counsel, board of directors, or counsel selected by a committee of the board of directors], or

information or records given or reports made to [PARTY A][ or the Enterprise] by an independent certified public accountant, appraiser, investment banker, or other expert selected with reasonable care by [PARTY A][, the Enterprise,] or the Board or any committee of the Board.

Actions of Other Director. [PARTY B] will not be imputed with the knowledge, actions, or failure to act of any other director, officer, agent, or employee of [PARTY A] for purposes of determining the right to indemnification under this agreement.

Certain Settlement Provisions

[PARTY A]'s Consent[PARTY A] will not be obligated to indemnify [PARTY B] under this agreement for amounts paid to settle any Indemnifiable Proceeding without [PARTY A]'s written consent, which may not be unreasonably withheld.

[PARTY B]'s Consent[PARTY A] will not settle any Indemnifiable Proceeding in any manner that would impose any fine or other obligation on [PARTY B] without [PARTY B]'s written consent, which may not be unreasonably withheld.

Amendment to Expand Indemnification. If after this agreement is adopted, applicable Law is amended to expand the indemnification permitted to directors or officers, then [PARTY A] shall indemnify [PARTY B] to the fullest extent permitted by applicable Law, as amended.

Non-Exclusive Remedies

Non-Exclusivity. [PARTY B]'s rights to indemnification and to advancement of expenses under this agreement will not be deemed exclusive of any other rights [PARTY B] is or may be entitled to under applicable Law, [PARTY A]'s certificate of incorporation or bylaws, any agreement, a vote of stockholders, a resolution of directors, or otherwise.

Rights and Remedies Cumulative. Except as expressly listed in this agreement, the parties intend that

no right or remedy under this agreement be exclusive of any other right or remedy,

every other right and remedy be cumulative and in addition to every other right and remedy given under this agreement or existing at Law, in equity, or otherwise now of after the date of this agreement, and

the assertion or employment of any right or remedy under this agreement should not prevent the concurrent assertion of any other right or remedy.

Security

Security. On [PARTY B]'s request and approved by [PARTY A]'s Board, [PARTY A] shall provide [PARTY B] with  security for [PARTY A]'s obligations under this agreement through an irrevocable bank line of credit, funded trust, or other collateral.

Non-revocation of Security[PARTY A] may not revoke or release any the security without [PARTY B]'s written consent.

[PARTY B]'s Rights to Adjudication or Arbitration

Adjudication on Denial of Indemnification[PARTY B] will be entitled to an adjudication by a court of competent jurisdiction regarding his or her entitlement to indemnification or advanced expenses, if 

a determination is made that [PARTY B] is not entitled to indemnification under this agreement,

[PARTY A] does not timely advance of expenses it is required to advance,

no determination of entitlement to indemnification has been made within [90] Business Days after the later of [PARTY A]'s receipt of [PARTY B]'s request for indemnification, or the final disposition of the proceeding,

[PARTY A] does not pay indemnification it is required to pay under this agreement

within [10] Business Days after a determination is made that [PARTY B] is entitled to indemnification, or

with respect to indemnification related to [PARTY B]'s Expenses, within [30] Business Days after [PARTY A]'s receipt of [PARTY B]'s written request for indemnification for expenses, or

[PARTY A] or any other Person takes or threatens to take any action to declare this agreement void or unenforceable, institutes any litigation, other action, or proceeding designed to deny, or to recover from, [PARTY B] the benefits provided or intended to be provided to him or her under this agreement.

Arbitration as an Alternative Remedy to Court Adjudication

Right to Adjudication. In alternative to [PARTY B]'s right to court adjudication under paragraph [ADJUDICATION OF DENIAL OF INDEMNIFICATION], [PARTY B] may seek an award in arbitration in connection with his or her entitlement to indemnification or advancement of Expenses, to be conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association.

Commence Within One Year[PARTY B] must commence such proceeding seeking an adjudication or an award in arbitration within one year following the date [PARTY B] first has the right to commence its proceeding under this paragraph [ARBITRATION AS AN ALTERNATIVE REMEDY TO COURT ADJUDICATION].

[PARTY A] May Not Oppose Arbitration[PARTY A] may not oppose [PARTY B]'s right to seek any adjudication or an award in arbitration in connection with this agreement under this paragraph.

Nature of Proceeding

Limitation of Defenses. Neither [PARTY A]'s failure, or the failure of its Board, any committee or subgroup of the board of directors, independent counsel, or stockholders to make a determination that [PARTY B] is entitled to indemnification is proper in the circumstances because [PARTY B] has met the applicable standard of conduct, nor [PARTY B]'s determination, or a determination by its Board, any committee or subgroup of the Board, independent counsel or stockholders that [PARTY B] has not met the applicable standard of conduct, will be a defense to the action or create a presumption that [PARTY B] has or has not met the applicable standard of conduct.

De Novo Review. Any judicial proceeding or arbitration under this section reviewing a determination [PARTY B] is not entitled to indemnification or the advancement of Expenses

will be conducted de novo, so that

[PARTY B] will not be prejudiced by reason of that adverse determination.

Burden of Proof. In any judicial proceeding or arbitration commenced under this section, [PARTY A] shall, to the fullest extent permitted by Law, have the burden of proving [PARTY B] is not entitled to indemnification or advancement of expenses, as the case may be.

Company Bound by Determination. [PARTY A] will be bound by a determination by judicial proceeding or arbitration made under this agreement that [PARTY B] is entitled to indemnification, unless

[PARTY B]'s request for indemnification included a false or materially misleading statement, or omitted a material fact necessary to make [PARTY B]'s statement not materially misleading, or

the requested indemnification is prohibited by Law.

Precluded Assertions. To the extent permitted by Law, [PARTY A] may not assert in any judicial proceeding or arbitration brought under this section that the procedures and presumptions of this agreement are not valid, binding, and enforceable.

No Determination Prior to Final Disposition. Notwithstanding anything in this agreement to the contrary, no determination as to entitlement to indemnification will be required to be made before the final disposition of the relevant proceeding.

[PARTY A]'s Contribution

Contribution if Indemnification Unavailable.

[PARTY A] Shall Contribute Where Indemnification Unavailable. To the extent permitted under Law, if the indemnification provided for in this agreement is unavailable to [PARTY B] for any reason, [PARTY A] shall contribute to the Indemnifiable Losses [PARTY B] incurs in connection with any Indemnifiable Proceeding.

Amount of Contribution. [PARTY A] shall contribute an amount deemed fair and reasonable in light of all of the circumstances of the Indemnifiable Proceeding in order to reflect the relative

benefits [PARTY A] and [PARTY B] receive as a result of the event or transaction giving rise to the Indemnifiable Proceeding, and

fault of [PARTY A] (and its directors, officers, employees, and agents) and [PARTY B] in connection with the event or transaction giving rise to the Indemnifiable Proceeding.

Contribution if Jointly Liable

[PARTY A] Shall Contribute if Jointly Liable. Whether or not indemnification is available under this agreement, in connection with any threatened, pending, or completed Indemnifiable Proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding), [PARTY A] shall pay the entire judgement or settlement in connection with the Indemnifiable Proceeding without requiring [PARTY B] to contribute to such payment.

[PARTY A]'s Waiver to Contribution for Joint Liability. [PARTY A] hereby waives any right to contribution it may have against [PARTY B] where the parties may be jointly liable.

Joint Release[PARTY A] may not settle or attempt to settle any Indemnifiable Proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding), unless the resulting settlement would fully release all claims asserted against [PARTY B].

Indemnification Against Claims for Contribution by Other Officers. [PARTY A] shall indemnify [PARTY B] against claims of contribution brought against [PARTY B] by other [PARTY A] officers, directors, or employees who may be jointly liable with [PARTY B].

[PARTY A]'s Contribution

Contribution if Indemnification Unavailable or Jointly Liable. To the extent permitted under Law, [PARTY A] shall contribute to the Indemnifiable Losses [PARTY B] incurs in connection with any Indemnifiable Proceeding, if

if the indemnification provided for in this agreement is unavailable to [PARTY B] for any reason, or

in connection with any threatened, pending, or completed action, suit, or proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding).

Amount of Contribution Relative to Benefit and Fault. [PARTY A] shall contribute an amount deemed fair and reasonable in light of all of the circumstances of the Indemnifiable Proceeding in order to reflect the relative

benefits [PARTY A] and [PARTY B] receive as a result of the event(s) or transaction(s) giving rise to the Indemnifiable Proceeding, and

fault of [PARTY A] (and its directors, officers, employees, and agents) and [PARTY B] in connection with the event(s) or transaction(s) giving rise to the Indemnifiable Proceeding.

Indemnification Against Claims for Contribution by Other Officers. [PARTY A] shall indemnify [PARTY B] against claims of contribution brought against [PARTY B] by other [PARTY A] officers, directors, or employees who may be jointly liable with [PARTY B].

No Duplicate Payments. Subject to any subrogation rights in this agreement, [PARTY A] will not be required to pay any amounts otherwise indemnifiable (or for which advancement is provided) if and to the extent [PARTY B] has otherwise received payment for those amounts under any insurance policy, contract, agreement, or otherwise.

Insurance

D&O Liability Insurance[PARTY A] shall insure [PARTY B] under liability insurance policies no less favorable than the policies covering [PARTY A]'s most favorably-insured Persons in similar corporate positions as [PARTY B].

[PARTY A] Will Subrogate Rights of Recovery. If [PARTY A] pays any amounts under this section, 

[PARTY A] will subrogate to all [PARTY B]'s rights of recovery in connection with the amounts paid, and

[PARTY B] shall execute all documents necessary for [PARTY A] to enforce its rights under this paragraph [PARTY A WILL SUBROGATE RIGHTS OF RECOVERY].

D&O Liability Insurance[PARTY A] shall insure [PARTY B] under liability insurance policies no less favorable than the policies covering [PARTY A]'s most favorably-insured Persons in similar corporate positions as [PARTY B].

Term. This agreement will terminate on the later of

[10] years after the date [PARTY B] shall have ceased to serve as a director or officer of [PARTY A][, or as a director, trustee, general partner, managing member, officer, employee, agent, or fiduciary of any other Enterprise, as applicable], or

[1] year after the final termination of all Indemnifiable Proceedings, including any appeal, then pending

in which [PARTY B] is determined to be entitled to indemnification or advancement of Expenses, and

any Indemnifiable Proceeding [PARTY B] commences in connection with this agreement.

Period of Limitations

Maximum Period. If [2] years passes from the accrual date of any claim or cause of action [PARTY A] could bring or assert (on its own behalf or in its right) against [PARTY B][PARTY B]'s estate, spouse, heirs, executors, or personal or legal representatives

[PARTY A] may not bring or assert that claim or cause of action,

that claim or cause of action will be deemed extinguished, and

[PARTY B] will be deemed irrevocably released.

Shorter Periods. If any shorter period of limitations is otherwise applicable to any such claim or cause of action, that shorter period will apply.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Provide Assurances On Notice. Each party, on receipt of notice from the other party, shall sign, or cause to be signed, all further documents, do, or cause to be done, all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Jurisdiction and Venue. The parties hereby

agree that any litigation arising under this agreement will be brought and venued exclusively in [JURISDICTION]

consent to the personal jurisdiction of these courts, and

waive any objection that such venue is inconvenient or improper.

Enforcement. Each party hereby acknowledges that it is entering into this agreement and assuming its obligations under this agreement

to induce the other party's entering into and performance of this agreement, and

induced by the other party's entering into and performance of this agreement.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any claims the indemnified party has notified the indemnifying party of before the termination of the survival period listed above.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

 Indemnification Agreement

This Indemnification Agreement is made on [AGREEMENT DATE][ (the "Effective Date")] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

RECITALS:

A. [INCLUDE RELEVANT RECITALS HERE]

B. [INCLUDE RELEVANT RECITALS HERE]

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS]).

Definitions

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Board" means [PARTY A]'s then current board of directors.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in [New York, New York] are not open for business.

A "Change in Control" will be deemed to occur on the earliest of

(a) any Person becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of [PARTY A] representing more than 50% of the total voting power represented by [PARTY A]'s then-outstanding voting securities,

(b) the consummation of [PARTY A]'s sale or disposition of all or substantially all of its assets,

(c) the consummation of a merger or consolidation of [PARTY A] with or into any other entity, other than a merger or consolidation which would result in the voting securities of [PARTY A] outstanding immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by [PARTY A]'s voting securities, such surviving entity, or its parent outstanding immediately after the merger or consolidation,

(d) if Persons who are members of [PARTY A]'s Board at the time [PARTY B]'s employment with [PARTY A] began cease for any reason to constitute at least a majority of the members of the board over a 12 month period; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of [PARTY A]'s Board  in position at the time [PARTY B]'s employment with [PARTY A] began then still in office, such new board member will, for purposes of this agreement, be considered as a member of [PARTY A]'s board of directors at the time [PARTY B]'s employment with [PARTY A] began, but not

(e) if the event or transaction's sole purpose is to change the state of [PARTY A]'s  incorporation or to create a holding company that will be owned in substantially the same proportions by the Persons who held [PARTY A]'s securities immediately before such event or transaction.

"Enterprise" means any corporation (other than [PARTY A]), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at [PARTY A]'s request as a director, manager, officer, employee, agent, or trustee.

"Governmental Authority" means 

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision, 

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or 

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Indemnifiable Losses" means the aggregate of Losses and Litigation Expenses.

"Indemnifiable Proceeding" means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against [PARTY B] and arising out of this agreement or otherwise out of [PARTY B]'s corporate status with [PARTY A].

"Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Litigation Expenses" means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding (Direct Claim Indemnifiable Proceeding or Third Party Claim Indemnifiable Proceeding) or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

"Losses" means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding (Direct Claim Indemnifiable Proceeding or Third Party Claim Indemnifiable Proceeding), including any interest accrued, but excluding any Litigation Expenses.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Secondary Indemnitors" is defined in section [PARTY A PRIMARILY RESPONSIBLE].

Services to [PARTY A]

Employment Duties. [PARTY B] hereby agrees to serve as a director or officer of [PARTY A].

Employment at Will

Resign for Any Reason. [PARTY B] may resign from its position for any reason (subject to any other contractual obligation or any obligation imposed by Law),

No Further Obligations. If [PARTY B] resigns under paragraph [RESIGN FOR ANY REASON][PARTY A] will not have any obligation under this agreement to continue to employ [PARTY B] in such position.

No Employment Agreement. This agreement shall not be deemed an employment contract between [PARTY A] (or any of its subsidiaries or any Enterprise) and [PARTY B].

No Employment Rights. Nothing contained in this [agreement / plan] is intended to create any employment relationship between the parties.

Indemnification of [PARTY B]. [PARTY A] shall indemnify [PARTY B] to the fullest extent permitted by applicable Law, including the following obligations.

Proceedings Brought by Third Parties[PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses incurred in connection with any Indemnifiable Proceeding brought or threatened by a third party against [PARTY B], as long as [PARTY B]

did not act in bad faith, and in a manner [PARTY B] knew or should have known was opposed to [PARTY A]'s best interests,

did not knowingly commit or willful misconduct, or

as to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Proceedings Brought by or in Right of [PARTY A][PARTY A] shall indemnify [PARTY B] against all Indemnifiable Losses incurred in connection with any Indemnifiable Proceeding brought by or in the right of [PARTY A] against [PARTY B], as long as 

[PARTY B] acted in good faith and in a manner [PARTY B] reasonably believed to be in or not opposed to the best interests of [PARTY A], except for

if applicable Law provides, such Indemnifiable Losses in connection with an Indemnifiable Proceeding in which [PARTY B] is determined to be liable to [PARTY A] unless and to the extent that the [COURT] determines that such indemnification may be made.

Indemnification Even When Wholly or Partly Successful

Wholly Successful Claims. [PARTY A]'s shall indemnify [PARTY B] under this agreement in connection with Indemnifiable Proceedings where [PARTY B] is

wholly-successful, on the merits or otherwise, or

successful, on the merits or otherwise, as to one or more, but not all, claims, issues, or matters in the Indemnifiable Proceeding.

Termination by Dismissal. For purposes of this paragraph [INDEMNIFICATION EVEN WHEN WHOLLY OR PARTIALLY SUCCESSFUL], the termination of any Indemnifiable Proceeding, or any claim, issue, or matter within an Indemnifiable Proceeding, by dismissal, with or without prejudice, will be deemed to be a successful result as to the Indemnifiable Proceeding, claim, issue or matter.

Indemnification for Expenses of a Witness. To the extent that [PARTY B] is, by reason of his or her corporate status, a witness in any proceeding to which [PARTY B] is not a party, [PARTY A] shall indemnify [PARTY B] to the extent permitted by applicable Law against all Indemnifiable Losses actually and reasonably incurred by [PARTY B] or on [PARTY B]'s behalf in connection with his or her role as a witness.

Exclusions from Indemnity. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with any of the following Indemnifiable Proceedings. 

Insurance[PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings for which payment has actually been made to [PARTY B] or on [PARTY B]'s behalf under any insurance policy or other indemnity provision, except for any excess amounts beyond what was paid under any insurance policy or other indemnity provision.

Excluded Acts or Omissions. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings that may not be indemnified against or otherwise relieved of liability for under applicable Law.

Unauthorized Settlements. [PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings for which any settlement amounts have already been paid, unless [PARTY A] consents to the settlement in writing.

Section 16(b) of Exchange Act[PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings arising out of

an accounting of profits [PARTY B] made from buying and selling (or selling and buying) [PARTY A] securities within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory Law or common Law, or

any reimbursement of [PARTY A] by [PARTY B] of any bonus or other incentive-based or equity-based compensation or of any profits [PARTY A] realized from selling [PARTY A] securities, as required in each case under the Exchange Act.

Claim Initiated by [PARTY B][PARTY A] will not be obligated to indemnify [PARTY B] in connection with proceedings (or any part of any proceeding) [PARTY B] initiates, including any proceedings (or any part of any proceeding) [PARTY B] initiates against [PARTY A], its directors, officers, employees, or other indemnitees, unless

[PARTY A]'s Board authorized the proceeding (or any part of any proceeding) prior to its initiation or

[PARTY A] provides the indemnification, in its sole discretion, under the powers vested in [PARTY A] under applicable Law.

Procedure for Indemnification Claims

Notice

Written Request. Before more a claim for indemnification, [PARTY B] shall submit a written request to [PARTY A] with the information

reasonably available to [PARTY B], and

reasonably necessary to determine whether and to what extent [PARTY B] is entitled to indemnification.

Advise of Board of Directors. Promptly after receiving [PARTY B]'s written request, [PARTY A] shall advise its Board of the request.

Delay of Notice Does Not Relieve Company Obligations. [PARTY A] will not be released from its indemnification obligations for any delay in [PARTY B]'s request, except to the extent [PARTY A] is prejudiced by the delay.

Determining Entitlement to Indemnification

Determination Procedure. After [PARTY B]'s written request for indemnification under paragraph [NOTICE], [PARTY A]'s obligation to provide the requested indemnification will be determined in the following ways.

By Independent Counsel Following a Change of Control. If the request is in connection with a Change in Control, the determination will be made by independent counsel in a written opinion to [PARTY A]'s board of directors, a copy of which [PARTY A] shall be deliver to [PARTY B]; or

By [PARTY A]'s Directors or Shareholders if not Following a Change of Control. Subject to paragraph [ON PARTY B'S WRITTEN REQUEST], if the request is not in connection with a Change in Control, the determination will be made

by a majority vote of [PARTY A]'s disinterested directors, even if less than a quorum of [PARTY A]'s Board,

by a committee of [PARTY A]'s disinterested directors designated by a majority vote of all [PARTY A]'s disinterested directors, even if less than a quorum of [PARTY A]'s Board, or

if directed by [PARTY A]'s Board, by [PARTY A]'s stockholders.

By Independent Counsel on [PARTY B]'s Written Request. [PARTY B] may require the determination be made by independent counsel in connection with any request for indemnification. 

Cooperation

[PARTY B]'s Cooperation. [PARTY B] shall cooperate with the Persons making the determination in connection with its entitlement to indemnification, including on the Persons' written request, providing the Persons any documentation or information that is not privileged, otherwise protected from disclosure, that is reasonably available to [PARTY B], and reasonably necessary to this determination.

Good Faith Determination of Entitlement. [PARTY A] shall use reasonable efforts to ensure that any independent counsel it appoints, member of its Board, or its stockholder acts reasonably and in good faith in making a determination regarding [PARTY B]'s entitlement to indemnification under this agreement.

Costs for Cooperation. [PARTY A] shall pay any costs or expenses (including attorneys' fees and disbursements) [PARTY B] reasonably incurs in cooperating with the Persons making the determination, to the extent permitted by applicable Law.

Selection of Independent Counsel. If independent counsel is required under this section to determine [PARTY B]'s entitlement to indemnification, the parties shall select the independent counsel as provided under this paragraph.

Independent Counsel Required Following Change in Control. If independent counsel is required under paragraph [BY INDEPENDENT COUNSEL FOLLOWING CHANGE IN CONTROL], [PARTY B] shall

select the independent counsel (unless [PARTY B] requests [PARTY A] make the selection), and

give written notice to [PARTY A] of the selected independent counsel.

Independent Counsel Required by [PARTY B]. If independent counsel is required under paragraph [BY INDEPENDENT COUNSEL ON PARTY B'S WRITTEN REQUEST], [PARTY A]' board of directors shall

select the independent counsel (unless [PARTY A] requests [PARTY B] make the selection), and

give written notice to [PARTY B] of the selected independent counsel.

Objection to Independent Counsel. 

By Written Objection. Either party may object to the other party's selection of independent counsel by written objection, within [10] Business Days after receiving written notice of the selection.

Grounds for Objection. Either party's objection to the selected independent counsel must list particular facts justifying its objection.

Failure to Object. If the non-selecting party does not properly and timely object, the person so selected will act as the independent counsel.

Consequences of Objection. If a proper and timely written objection is substantiated, the Person selected to be independent counsel may not serve as independent counsel unless and until

 the objection is withdrawn, or

 a court has determined the objection is without merit.

Resolution of Objection. If, within [20] Business Days after the later of [PARTY A]'s written request for indemnification under this section and the final disposition of the Proceeding, the parties have not agreed on an independent counsel, either party may petition a court of competent jurisdiction to

 resolve any objection made to the other party's selection of independent counsel, and

 appoint a Person or Persons as independent counsel.

Discharge of Independent Counsel. On the commencement of any Indemnifiable Proceeding or arbitration under this agreement, the independent counsel will be discharged and relieved of any further responsibility in its capacity (subject to the then applicable standards of professional conduct).

Independent Counsel Fees

[PARTY A] Pays Fees. Subject to paragraph [PARTY B PAYS FEES IF IT REQUIRED INDEPENDENT COUNSEL], [PARTY A] shall

 pay the reasonable fees and expenses of any independent counsel, and

 fully indemnify the counsel against any and all Litigation Expenses, claims, liabilities, and damages arising out of this agreement or the counsel's engagement under this agreement.

[PARTY B] Pays Fees if it Required Independent Counsel. If [PARTY B] required independent counsel under paragraph [ON PARTY B'S WRITTEN REQUEST][PARTY B] shall

 pay the reasonable fees and expenses of any independent counsel, and

 fully indemnify the counsel against any and all Litigation Expenses, claims, liabilities, and damages arising out of this agreement or the counsel's engagement under this agreement.

Defense Counsel

[PARTY A] May Elect to Defend. If [PARTY A] is obligated under this section to pay the expenses in connection with any Indemnifiable Proceeding against [PARTY B], on written notice to [PARTY B], [PARTY A] may elect to defend the proceeding if it

gives written notice to [PARTY B], and

uses counsel approved by [PARTY B], which approval will not be unreasonably withheld, conditioned, or delayed.

[PARTY B]'s Right to Employ Counsel. Subject to paragraph [PARTY A'S FAILURE TO APPOINT COUNSEL], [PARTY B] may employ counsel in any Indemnifiable Proceeding at [PARTY B]'s own expense if

[PARTY A] authorizes [PARTY B]'s employment of counsel, or

[PARTY B] reasonably concludes that there may be a conflict of interest between [PARTY B] and [PARTY A] in the conduct of any such defense.

Fees in Connection with Defense

[PARTY B] Responsible for Subsequent Expenses. Subject to paragraph [PARTY A'S FAILURE TO APPOINT COUNSEL], after delivery of notice, approval of counsel, and retention of counsel by, [PARTY A] will not be liable to [PARTY B] under this agreement for any fees in connection with the counsel in the same Indemnifiable Proceeding [PARTY B] subsequently incurs.

[PARTY A]'s Failure to Appoint Counsel. if [PARTY A] did not elect to defend the proceeding or appoint counsel for to defend the Indemnifiable Proceeding, then [PARTY A] shall bear the fees of [PARTY B]'s selected counsel under paragraph [PARTY B'S RIGHT TO EMPLOY COUNSEL].

Recognition of Settlement

Successful Settlement. Any settlement or other disposition short of final judgment may be deemed successful if it permits a party to avoid expense, delay, distraction, disruption, and uncertainty.

Presumed Successful. If any Indemnifiable Proceeding, or claim, issue or matter within an Indemnifiable Proceeding, [PARTY B] is party to is resolved in any manner that is not adverse to [PARTY B] (including settlement with or without payment of money or other consideration), it will be presumed that [PARTY B] was been successful on the merits or otherwise in the Indemnifiable Proceeding, or claim, issue or matter.

Overcoming Presumption of Success. Any Person seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.

Notice to Insurers

Notice. If [PARTY A] has directors' and officers' liability insurance in effect when it receives [PARTY B]'s request for indemnification, [PARTY A] shall promptly notify its insurers of the commencement of the Indemnifiable Proceeding.

Payment on behalf of [PARTY B]. After notifying its insurers under paragraph [NOTICE], directly above, [PARTY A] shall take all necessary or desirable actions to cause its insurers to pay, on [PARTY B]' behalf, all amounts payable as a result of such Indemnifiable Proceeding.

Payment. If it is determined that [PARTY B] is entitled to indemnification, [PARTY A] shall pay the required amounts within [10] Business Days after the determination.

1. Advancement of Expenses

1.1. Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.

1.2. Expense Statements. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

1.3. Advances Unsecured and Interest. Such advances shall, in all events, be unsecured and interest free, and made without regard to the Indemnitee's ability to repay the advances.

1.4. Adjudication under this Agreement. The Indemnitee's entitlement to such Expense Advance will include those Expenses incurred in connection with any Proceeding by the Indemnified Party against the Corporation seeking an adjudication or award pursuant to this Agreement.

Advancement of Litigation Expenses

Litigation Expenses. [PARTY A] shall advance all reasonable Litigation Expenses [PARTY B] incurs (or incurred on [PARTY B]'s behalf) in connection with any Indemnifiable Proceeding within [20] Business Days after [PARTY A]'s receives [PARTY B]'s written request for such advance or advances, whether before or after final disposition of such proceeding.

Litigation Expense Statements[PARTY B]'s request must

reasonably evidence all Litigation Expenses [PARTY B]'s incurs, and

include, be preceded by, or accompanied by an undertaking by or on behalf of [PARTY B] to repay any Litigation Expenses advanced if it is ultimately determined that [PARTY B] is not entitled to be indemnified against such Litigation Expenses.

Mutual Acknowledgement. The parties acknowledge that in certain instances, applicable Law or public policy may prohibit [PARTY A] from indemnifying its directors, officers, employees, controlling Persons, agents, or fiduciaries, including [PARTY B], under this agreement or otherwise.

[PARTY A] Primarily Responsible

Secondary Indemnitors. [PARTY A] acknowledges that, to the extent that [PARTY B] is serving on [PARTY B]'s Board at the request or direction of a venture capital fund, other entity, or certain of its affiliates (collectively, the "Secondary Indemnitors"), [PARTY B] may have certain rights to indemnification and advancement of expenses provided by the Secondary Indemnitors.

[PARTY A] Primarily Responsible for Indemnity. [PARTY A] acknowledges that, as between itself and the Secondary Indemnitors,

[PARTY A] is primarily responsible for amounts required to be indemnified or advanced under its certificate of incorporation, bylaws, or this agreement, and

any obligations the Secondary Indemnitors have to indemnify or advance expenses for the same amounts is secondary to [PARTY A]'s obligations.

Waiver of Contribution. [PARTY A] hereby waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities [PARTY A] is primarily responsible for under this section, but only to the extent this waiver does not conflict with any insurance policy providing liability or other insurance for [PARTY A], or any of its directors, trustees, general partners, managing members, officers, employees, agents, or fiduciaries[, or any other Enterprise].

Subrogation of Secondary Indemnitors. If the Secondary Indemnitors pay any amounts [PARTY A] is otherwise required to indemnify or advance under its certificate of incorporation, bylaws, or this agreement, the Secondary Indemnitors will 

be subrogated to the extent of such payment to all of [PARTY B]'s rights of recovery for indemnification or advancement of expenses under [PARTY A]'s certificate of incorporation, bylaws, or this agreement or,

to the extent subrogation is unavailable and contribution is found to be the applicable remedy, have a right to contribution in connection with the amounts paid.

Third Party Beneficiaries. The Secondary Indemnitors are express third party beneficiaries of the terms of this section.

Presumptions and Effects of Certain Proceedings

Presumption of Entitlement to Indemnity. If [PARTY B] has properly submitted a request for indemnification under this agreement,

the Person empowered or selected to determine whether [PARTY B] is entitled to indemnification shall presume [PARTY B] is entitled to the requested indemnification, to the fullest extent permitted by Law, and

[PARTY A] will have the burden of proof to overcome that presumption, to the fullest extent permitted by Law.

Failure to Make Determination. If, within [60] Business Days after [PARTY A] receives [PARTY B]'s request for indemnification, the Person empowered or selected to determine whether [PARTY B] is entitled to indemnification does not make a determination, [PARTY B] will be deemed entitled to the requested indemnification, unless [PARTY A] shows

[PARTY B]'s request for indemnification included a false or materially misleading statement, or omitted a material fact necessary to make [PARTY B]'s statement not materially misleading, or

the requested indemnification is prohibited by Law.

Presumption upon Termination of Claim. [PARTY B] pleading nolo contendere, or any equivalent, to any Indemnifiable Proceeding will not on its own

adversely affect [PARTY B]'s right to indemnification,

create a presumption that [PARTY B] did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to [PARTY A]'s best interests or,

as to any criminal proceeding, that [PARTY B] had reasonable cause to believe that his or her conduct was unlawful.

Presumption of Good Faith. For purposes of any determination of good faith, [PARTY B] will be deemed to have acted in good faith to the extent he or she relied in good faith on

[PARTY A]'s[ or the Enterprise's] records or books of account, including financial statements,

information supplied to him or her by [PARTY A]'s officers[, or the Enterprise's officers,] in the course of their duties,

the advice of [PARTY A]'s legal counsel, Board, or counsel selected by a committee of the Board[, or the advice of the Enterprise's legal counsel, board of directors, or counsel selected by a committee of the board of directors], or

information or records given or reports made to [PARTY A][ or the Enterprise] by an independent certified public accountant, appraiser, investment banker, or other expert selected with reasonable care by [PARTY A][, the Enterprise,] or the Board or any committee of the Board.

Actions of Other Director. [PARTY B] will not be imputed with the knowledge, actions, or failure to act of any other director, officer, agent, or employee of [PARTY A] for purposes of determining the right to indemnification under this agreement.

Certain Settlement Provisions

[PARTY A]'s Consent[PARTY A] will not be obligated to indemnify [PARTY B] under this agreement for amounts paid to settle any Indemnifiable Proceeding without [PARTY A]'s written consent, which may not be unreasonably withheld.

[PARTY B]'s Consent[PARTY A] will not settle any Indemnifiable Proceeding in any manner that would impose any fine or other obligation on [PARTY B] without [PARTY B]'s written consent, which may not be unreasonably withheld.

Amendment to Expand Indemnification. If after this agreement is adopted, applicable Law is amended to expand the indemnification permitted to directors or officers, then [PARTY A] shall indemnify [PARTY B] to the fullest extent permitted by applicable Law, as amended.

Non-Exclusive Remedies

Non-Exclusivity. [PARTY B]'s rights to indemnification and to advancement of expenses under this agreement will not be deemed exclusive of any other rights [PARTY B] is or may be entitled to under applicable Law, [PARTY A]'s certificate of incorporation or bylaws, any agreement, a vote of stockholders, a resolution of directors, or otherwise.

Rights and Remedies Cumulative. Except as expressly listed in this agreement, the parties intend that

no right or remedy under this agreement be exclusive of any other right or remedy,

every other right and remedy be cumulative and in addition to every other right and remedy given under this agreement or existing at Law, in equity, or otherwise now of after the date of this agreement, and

the assertion or employment of any right or remedy under this agreement should not prevent the concurrent assertion of any other right or remedy.

Security

Security. On [PARTY B]'s request and approved by [PARTY A]'s Board, [PARTY A] shall provide [PARTY B] with  security for [PARTY A]'s obligations under this agreement through an irrevocable bank line of credit, funded trust, or other collateral.

Non-revocation of Security[PARTY A] may not revoke or release any the security without [PARTY B]'s written consent.

[PARTY B]'s Rights to Adjudication or Arbitration

Adjudication on Denial of Indemnification[PARTY B] will be entitled to an adjudication by a court of competent jurisdiction regarding his or her entitlement to indemnification or advanced expenses, if 

a determination is made that [PARTY B] is not entitled to indemnification under this agreement,

[PARTY A] does not timely advance of expenses it is required to advance,

no determination of entitlement to indemnification has been made within [90] Business Days after the later of [PARTY A]'s receipt of [PARTY B]'s request for indemnification, or the final disposition of the proceeding,

[PARTY A] does not pay indemnification it is required to pay under this agreement

within [10] Business Days after a determination is made that [PARTY B] is entitled to indemnification, or

with respect to indemnification related to [PARTY B]'s Expenses, within [30] Business Days after [PARTY A]'s receipt of [PARTY B]'s written request for indemnification for expenses, or

[PARTY A] or any other Person takes or threatens to take any action to declare this agreement void or unenforceable, institutes any litigation, other action, or proceeding designed to deny, or to recover from, [PARTY B] the benefits provided or intended to be provided to him or her under this agreement.

Arbitration as an Alternative Remedy to Court Adjudication

Right to Adjudication. In alternative to [PARTY B]'s right to court adjudication under paragraph [ADJUDICATION OF DENIAL OF INDEMNIFICATION], [PARTY B] may seek an award in arbitration in connection with his or her entitlement to indemnification or advancement of Expenses, to be conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association.

Commence Within One Year[PARTY B] must commence such proceeding seeking an adjudication or an award in arbitration within one year following the date [PARTY B] first has the right to commence its proceeding under this paragraph [ARBITRATION AS AN ALTERNATIVE REMEDY TO COURT ADJUDICATION].

[PARTY A] May Not Oppose Arbitration[PARTY A] may not oppose [PARTY B]'s right to seek any adjudication or an award in arbitration in connection with this agreement under this paragraph.

Nature of Proceeding

Limitation of Defenses. Neither [PARTY A]'s failure, or the failure of its Board, any committee or subgroup of the board of directors, independent counsel, or stockholders to make a determination that [PARTY B] is entitled to indemnification is proper in the circumstances because [PARTY B] has met the applicable standard of conduct, nor [PARTY B]'s determination, or a determination by its Board, any committee or subgroup of the Board, independent counsel or stockholders that [PARTY B] has not met the applicable standard of conduct, will be a defense to the action or create a presumption that [PARTY B] has or has not met the applicable standard of conduct.

De Novo Review. Any judicial proceeding or arbitration under this section reviewing a determination [PARTY B] is not entitled to indemnification or the advancement of Expenses

will be conducted de novo, so that

[PARTY B] will not be prejudiced by reason of that adverse determination.

Burden of Proof. In any judicial proceeding or arbitration commenced under this section, [PARTY A] shall, to the fullest extent permitted by Law, have the burden of proving [PARTY B] is not entitled to indemnification or advancement of expenses, as the case may be.

Company Bound by Determination. [PARTY A] will be bound by a determination by judicial proceeding or arbitration made under this agreement that [PARTY B] is entitled to indemnification, unless

[PARTY B]'s request for indemnification included a false or materially misleading statement, or omitted a material fact necessary to make [PARTY B]'s statement not materially misleading, or

the requested indemnification is prohibited by Law.

Precluded Assertions. To the extent permitted by Law, [PARTY A] may not assert in any judicial proceeding or arbitration brought under this section that the procedures and presumptions of this agreement are not valid, binding, and enforceable.

No Determination Prior to Final Disposition. Notwithstanding anything in this agreement to the contrary, no determination as to entitlement to indemnification will be required to be made before the final disposition of the relevant proceeding.

[PARTY A]'s Contribution

Contribution if Indemnification Unavailable.

[PARTY A] Shall Contribute Where Indemnification Unavailable. To the extent permitted under Law, if the indemnification provided for in this agreement is unavailable to [PARTY B] for any reason, [PARTY A] shall contribute to the Indemnifiable Losses [PARTY B] incurs in connection with any Indemnifiable Proceeding.

Amount of Contribution. [PARTY A] shall contribute an amount deemed fair and reasonable in light of all of the circumstances of the Indemnifiable Proceeding in order to reflect the relative

benefits [PARTY A] and [PARTY B] receive as a result of the event or transaction giving rise to the Indemnifiable Proceeding, and

fault of [PARTY A] (and its directors, officers, employees, and agents) and [PARTY B] in connection with the event or transaction giving rise to the Indemnifiable Proceeding.

Contribution if Jointly Liable

[PARTY A] Shall Contribute if Jointly Liable. Whether or not indemnification is available under this agreement, in connection with any threatened, pending, or completed Indemnifiable Proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding), [PARTY A] shall pay the entire judgement or settlement in connection with the Indemnifiable Proceeding without requiring [PARTY B] to contribute to such payment.

[PARTY A]'s Waiver to Contribution for Joint Liability. [PARTY A] hereby waives any right to contribution it may have against [PARTY B] where the parties may be jointly liable.

Joint Release[PARTY A] may not settle or attempt to settle any Indemnifiable Proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding), unless the resulting settlement would fully release all claims asserted against [PARTY B].

Indemnification Against Claims for Contribution by Other Officers. [PARTY A] shall indemnify [PARTY B] against claims of contribution brought against [PARTY B] by other [PARTY A] officers, directors, or employees who may be jointly liable with [PARTY B].

[PARTY A]'s Contribution

Contribution if Indemnification Unavailable or Jointly Liable. To the extent permitted under Law, [PARTY A] shall contribute to the Indemnifiable Losses [PARTY B] incurs in connection with any Indemnifiable Proceeding, if

if the indemnification provided for in this agreement is unavailable to [PARTY B] for any reason, or

in connection with any threatened, pending, or completed action, suit, or proceeding in which the parties are jointly liable (or would be if joined in such action, suit, or proceeding).

Amount of Contribution Relative to Benefit and Fault. [PARTY A] shall contribute an amount deemed fair and reasonable in light of all of the circumstances of the Indemnifiable Proceeding in order to reflect the relative

benefits [PARTY A] and [PARTY B] receive as a result of the event(s) or transaction(s) giving rise to the Indemnifiable Proceeding, and

fault of [PARTY A] (and its directors, officers, employees, and agents) and [PARTY B] in connection with the event(s) or transaction(s) giving rise to the Indemnifiable Proceeding.

Indemnification Against Claims for Contribution by Other Officers. [PARTY A] shall indemnify [PARTY B] against claims of contribution brought against [PARTY B] by other [PARTY A] officers, directors, or employees who may be jointly liable with [PARTY B].

No Duplicate Payments. Subject to any subrogation rights in this agreement, [PARTY A] will not be required to pay any amounts otherwise indemnifiable (or for which advancement is provided) if and to the extent [PARTY B] has otherwise received payment for those amounts under any insurance policy, contract, agreement, or otherwise.

Insurance

D&O Liability Insurance[PARTY A] shall insure [PARTY B] under liability insurance policies no less favorable than the policies covering [PARTY A]'s most favorably-insured Persons in similar corporate positions as [PARTY B].

[PARTY A] Will Subrogate Rights of Recovery. If [PARTY A] pays any amounts under this section, 

[PARTY A] will subrogate to all [PARTY B]'s rights of recovery in connection with the amounts paid, and

[PARTY B] shall execute all documents necessary for [PARTY A] to enforce its rights under this paragraph [PARTY A WILL SUBROGATE RIGHTS OF RECOVERY].

D&O Liability Insurance[PARTY A] shall insure [PARTY B] under liability insurance policies no less favorable than the policies covering [PARTY A]'s most favorably-insured Persons in similar corporate positions as [PARTY B].

Term. This agreement will terminate on the later of

[10] years after the date [PARTY B] shall have ceased to serve as a director or officer of [PARTY A][, or as a director, trustee, general partner, managing member, officer, employee, agent, or fiduciary of any other Enterprise, as applicable], or

[1] year after the final termination of all Indemnifiable Proceedings, including any appeal, then pending

in which [PARTY B] is determined to be entitled to indemnification or advancement of Expenses, and

any Indemnifiable Proceeding [PARTY B] commences in connection with this agreement.

Period of Limitations

Maximum Period. If [2] years passes from the accrual date of any claim or cause of action [PARTY A] could bring or assert (on its own behalf or in its right) against [PARTY B][PARTY B]'s estate, spouse, heirs, executors, or personal or legal representatives

[PARTY A] may not bring or assert that claim or cause of action,

that claim or cause of action will be deemed extinguished, and

[PARTY B] will be deemed irrevocably released.

Shorter Periods. If any shorter period of limitations is otherwise applicable to any such claim or cause of action, that shorter period will apply.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Provide Assurances On Notice. Each party, on receipt of notice from the other party, shall sign, or cause to be signed, all further documents, do, or cause to be done, all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Jurisdiction and Venue. The parties hereby

agree that any litigation arising under this agreement will be brought and venued exclusively in [JURISDICTION]

consent to the personal jurisdiction of these courts, and

waive any objection that such venue is inconvenient or improper.

Enforcement. Each party hereby acknowledges that it is entering into this agreement and assuming its obligations under this agreement

to induce the other party's entering into and performance of this agreement, and

induced by the other party's entering into and performance of this agreement.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival

Survival of Core Clauses. The parties' obligations under sections [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [expiration or termination of this agreement / closing].

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD] months.

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any claims the indemnified party has notified the indemnifying party of before the termination of the survival period listed above.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]