{"id":40783,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/directorship-indemnification-agreement-quotesmith-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"directorship-indemnification-agreement-quotesmith-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/directorship-indemnification-agreement-quotesmith-com-inc.html","title":{"rendered":"Directorship Indemnification Agreement &#8211; Quotesmith.com Inc."},"content":{"rendered":"<pre>\n                                     FORM OF\n                              QUOTESMITH.COM, INC.\n                     DIRECTORSHIP INDEMNIFICATION AGREEMENT\n\n         THIS INDEMNIFICATION AGREEMENT ('Agreement') is made as of this ____\nday of May, 1999 by and between QUOTESMITH.COM, INC., a Delaware corporation\n(the 'Company'), and _________________ ('Indemnitee').\n\n         WHEREAS, Indemnitee is currently serving as a director, officer,\nemployee and\/or agent of the Company and\/or, at the Company's request, as a\ndirector, officer, employee and\/or agent of another corporation, partnership,\njoint venture, trust or other enterprise, and the Company wishes Indemnitee to\ncontinue his or her service in such capacity(ies) without concern of unwarranted\npersonal liability;\n\n         WHEREAS, the Company and Indemnitee recognize that litigation against\ncorporations has increased over past decades and increasingly has subjected\nofficers and directors personally to the risks and expenses of such litigation;\nand\n\n         WHEREAS, the Company desires to attract and retain the services of\nhighly qualified individuals such as Indemnitee to serve as officers and\ndirectors of the Company and to indemnify its officers and directors so as to\nprovide them with the maximum protection against personal liability permitted by\nlaw; and\n\n         WHEREAS, the Restated Certificate of Incorporation (the 'Restated\nCertificate of Incorporation') authorizes the Corporation to provide\nindemnification and to advance expenses to the full extent not prohibited by\nDelaware law and the Amended and Restated By-Laws (the 'By-Laws') of the Company\nprovide that the Company shall indemnify its directors and officers, in the\nmanner and to the fullest extent permitted by the Delaware General Corporation\nLaw (the 'DGCL'); and\n\n         WHEREAS, DGCL Section 145(f) expressly recognizes that the\nindemnification provisions of the DGCL are not exclusive of any other rights to\nwhich a person seeking indemnification may be entitled under the Restated\nCertificate of Incorporation or By-Laws of the Company, or an agreement\nproviding for indemnification, or a resolution of stockholders or directors, or\notherwise; and both the Restated Certificate of Incorporation and By-Laws each\nalso expressly recognize that the indemnification provisions of the Restated\nCertificate of Incorporation and By-Laws shall not be deemed exclusive of, and\nshall not affect, any other rights to which a person seeking indemnification may\nbe entitled under any agreement;\n\n         WHEREAS, the By-Laws also permit the Company to provide directors and\nofficers liability insurance and other forms of insurance protection to its\ndirectors, officers, employees and agents; and\n\n         WHEREAS, the Company and Indemnitee recognize that the cost and\navailability of directors' and officers' liability insurance has not only\nfluctuated widely over time, but frequently that such insurance frequently\ncontains express or implied limitations on coverage of specific risks and may\ninvolve protracted claims procedures that prevent the timely payment or\nreimbursement of losses incurred by directors and officers in their own defense,\nor by the Company on their behalf; and\n\n         WHEREAS, the Company wishes therefore to provide Indemnitee with an\nindependent contractual right to indemnification and advancement of defense\nexpenses in addition to that provided in the Restated Certificate of\nIncorporation and the By-Laws of the Company, in a form generally approved and\nauthorized by the stockholders of the Company:\n\n         NOW THEREFORE, in consideration of the promises, conditions and\nrepresentations set forth herein, including without limitation the Indemnitee's\nservice in his or her capacity as a director, officer, employee, or agent of the\ncompany and\/or, at the Company's request, as a director, officer, employee\nand\/or agent of another corporation, partnership, joint venture, trust or other\nenterprise, and in consideration for Indemnitee's services in such capacity, the\nCompany and Indemnitee hereby agree as follows:\n\n1.       Indemnification.\n\n         (a) Third Party Proceedings. The Company shall indemnify Indemnitee if\nIndemnitee is or was a party or is threatened to be made a party to any\nthreatened, pending or completed action, suit, proceeding of any kind, including\nwithout limitation any alternative dispute resolution mechanism, in each case,\nwhether civil, criminal, administrative or investigative (other than an action\nby or in the right of the Company) by reason of the fact that Indemnitee is or\nwas a director, officer, employee or agent of the Company, or any subsidiary of\nthe Company, or by reason of the fact that Indemnitee is or was serving at the\nrequest of the Company as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise, against\nexpenses (including attorneys' fees), judgments, fines, amounts paid in\nsettlement (if such settlement is approved in advance by the Company, which\napproval shall not be unreasonably withheld), costs of investigation, and costs\nof attachment or similar bonds, and actually and reasonably incurred by\nIndemnitee in connection with such action, suit or proceeding, if Indemnitee\nacted in good faith and in a manner Indemnitee reasonably believed to be in or\nnot opposed to the best interests of the Company, and, with respect to any\ncriminal action or proceeding, had no reasonable cause to believe Indemnitee's\nconduct was unlawful. The termination of any action, suit or proceeding by\njudgment, order, settlement, conviction, or upon a plea of nolo contendere or\nits equivalent, shall not, of itself, create a presumption that Indemnitee did\nnot act in good faith and in a manner which Indemnitee reasonably believed to be\nin or not opposed to the best interests of the Company, and, with respect to any\ncriminal action or proceeding, had reasonable cause to believe that Indemnitee's\nconduct was unlawful.\n\n         (b) Proceedings By or in the Right of the Company. The Company shall\nindemnify Indemnitee if Indemnitee was or is a party or is threatened to be made\na party \n\nto any threatened, pending or completed action or suit by or in the right of the\nCompany or any subsidiary of the Company to procure a judgment in its favor by\nreason of the fact that Indemnitee is or was a director, officer, employee or\nagent of the Company, or any subsidiary of the Company, by reason of any action\nor inaction on the part of Indemnitee while an officer or director or by reason\nof the fact that Indemnitee is or was serving at the request of the Company as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise, against expenses (including attorneys' fees)\ncosts of investigation, and, to the fullest extent permitted by law, amounts\npaid in settlement actually and reasonably incurred by Indemnitee in connection\nwith the defense or settlement of such action or suit, if Indemnitee acted in\ngood faith and in a manner Indemnitee reasonably believed to be in or not\nopposed to the best interests of the Company, except that no indemnification\nshall be made in respect of any claim, issue or matter as to which Indemnitee\nshall have been adjudged to be liable to the Company unless and only to the\nextent that the Court of Chancery of the State of Delaware or the court in which\nsuch action or suit was brought shall determine upon application that, despite\nthe adjudication of liability but in view of all the circumstances of the case,\nIndemnitee is fairly and reasonably entitled to indemnity for such expenses\nwhich the Court of Chancery of the State of Delaware or such other court shall\ndeem proper.\n\n         (c) Mandatory Payment of Expenses. To the extent the Indemnitee has\nbeen successful on the merits or otherwise in defense of any action, suit or\nproceeding referred to in Subsections (a) and (b) of this Section 1, or in\ndefense of any claim, issue or matter therein, Indemnitee shall be indemnified\nagainst expenses (including attorneys' fees) actually and reasonably incurred by\nIndemnitee in connection therewith.\n\n    2. Agreement to Serve. In consideration of the protection afforded by\nthis Agreement, if Indemnitee is a director of the Company, he or she agrees to\nserve at least for six months after the effective date of this Agreement as a\ndirector and not to resign voluntarily during such period without the written\nconsent of a majority of the Board of Directors. If Indemnitee is an officer of\nthe Company not serving under an employment contract, he or she agrees to serve\nin such capacity at least for the balance of the current fiscal year of the\nCompany and not to resign voluntarily during such period without the written\nconsent of a majority of the Board of Directors. Following the applicable period\nset forth above, Indemnitee agrees to continue to serve in such capacity at the\nwill of the Company (or under separate agreement, if such agreement exists) so\nlong as he or she is duly appointed or elected and qualified in accordance with\nthe applicable provisions of the By-Laws of the Company or any subsidiary of the\nCompany or until such time as he or she tenders his or her resignation in\nwriting. Nothing contained in this Agreement is intended to create in Indemnitee\nany right to continued employment.\n\n\n\n     3. Expenses; Indemnification Procedure.\n\n         (a) Advancement of Expenses. The Company shall advance all expenses\nincurred by Indemnitee in connection with the investigation, defense, settlement\nor appeal of any civil or criminal action, suit or proceeding referenced in\nSection 1(a) or (b) hereof (but not amounts actually paid in settlement of any\nsuch action, suit or proceeding). Indemnitee hereby undertakes to repay such\namounts advanced only if, and to the extent that, it shall ultimately be\ndetermined that Indemnitee is not entitled to be indemnified by the Company as\nauthorized hereby. The advances to be made hereunder shall be paid by the\nCompany to Indemnitee with thirty (30) days following delivery of a written\nrequest therefor by Indemnitee to the Company.\n\n         (b) Notice\/Cooperation by Indemnitee. Indemnitee shall, as a condition\nprecedent to his or her right to be indemnified under this Agreement, give the\nCompany notice in writing as soon as practicable of any claim made against\nIndemnitee for which indemnification will or could be sought under his\nAgreement. Notice to the Company shall be directed to the President of the\nCompany at the address shown on the signature page of this Agreement (or such\nother address as the Company shall designate in writing to Indemnitee). Notice\nshall be deemed received three business days after the date postmarked if sent\nby domestic certified or registered mail, properly addressed; or five business\ndays if sent by airmail to a country outside of North America; otherwise notice\nshall be deemed received when such notice is actually received by the Company.\nIn addition, Indemnitee shall give the Company such information and cooperation\nas it may reasonably require and as shall be within Indemnitee's power.\n\n         (c) Procedure. Any payment of indemnification under Section 1 of this\nagreement, or any advancement of expenses under Section 3(a) of this Agreement\nshall be made no later than thirty (30) days after receipt of the written\nrequest of Indemnitee therefore. If a claim for indemnification or for\nadvancement of expenses under this Agreement or under any statute, provision of\nthe Company's Certificate of Incorporation or By-Laws, resolution of the board\nof directors or otherwise providing for such indemnification is not paid in full\nby the Company within thirty (30) days after a written request for payment\nthereof has first been received by the Company, Indemnitee may, at any time\nthereafter, bring an action against the Company to recover the unpaid amount of\nthe claim. Subject to Section 13 of this Agreement, Indemnitee shall also be\nentitled to be paid for the expenses (including attorneys' fees) of bringing\nsuch action. It shall be a defense to any such action (other than an action\nbrought to enforce a claim for expenses incurred in connection with any action,\nsuit or proceeding in advance of its final disposition) that Indemnitee has not\nmet the standards of conduct which make it permissible under applicable law for\nthe Company to indemnify Indemnitee for the amount claimed. However, Indemnitee\nshall be entitled to receive interim payments of expenses pursuant to Subsection\n3(a) unless and until such defense may be finally adjudicated by court order or\njudgment from which no further right of appeal exists. It is the parties'\nintention that if the Company contests Indemnitee's right to indemnification,\nthe question of Indemnitee's right to indemnification shall be for the court to\ndecide, and neither the failure of the Company (including its Board of\nDirectors, any committee or subgroup of the Board of Directors, independent\nlegal counsel, or its stockholders) to \n\nhave made a determination that indemnification of Indemnitee is proper in the\ncircumstances because Indemnitee has met the applicable standard of conduct\nrequired by applicable law, nor an actual determination by the Company\n(including its Board of Directors, any committee or subgroup of the Board of\nDirectors, independent legal counsel, or its stockholders) that Indemnitee has\nnot met such applicable standard of conduct, shall create a presumption that\nIndemnitee has or has not met the applicable standard of conduct.\n\n         (d) Notice to Insurers. If, at the time of the receipt of a notice of a\nclaim pursuant to Section 3(b) hereof, the Company has director and officer\nliability insurance in effect, the Company shall give prompt notice of the\ncommencement of such proceeding to the insurers in accordance with the\nprocedures set forth in the respective policies. The Company shall thereafter\ntake all necessary or desirable action to cause such insurers to pay, on behalf\nof Indemnitee, all amounts payable as a result of such proceeding in accordance\nwith the terms of such policies.\n\n         (e) Selection of Counsel. In the event the Company shall be obligated\nunder Section 3(a) hereof to advance the expenses of any proceeding against\nIndemnitee, the Company, if appropriate, shall be entitled to assume the defense\nof such proceeding, with counsel approved by Indemnitee, upon the delivery to\nIndemnitee of written notice of its election to request that the Company assume\nthe defense of such proceeding. After delivery of such notice, approval of such\ncounsel by Indemnitee and the retention of such counsel by the Company, the\nCompany shall not be liable to Indemnitee under this Agreement for any fees of\ncounsel subsequently incurred by Indemnitee with respect to the same proceeding,\nprovided that (i) Indemnitee shall have the right to employ his or her own\ncounsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the\nemployment of counsel by Indemnitee has been previously authorized by the\nCompany, (B) Indemnitee shall have reasonably concluded that there may be a\nmaterial conflict of interest between the Company and Indemnitee in the conduct\nof any such defense, or (C) the Company shall not, in fact, have employed\ncounsel to assume the defense of such proceeding, then the fees and expenses of\nIndemnitee's counsel shall be at the expense of the Company.\n\n    4.       Additional Indemnification Rights; Nonexclusivity.\n\n         (a) Scope. Notwithstanding any other provision of this Agreement, the\nCompany hereby agrees to indemnify Indemnitee to the fullest extent permitted by\nlaw, notwithstanding that such indemnification is not specifically authorized by\nthe other provisions of this Agreement, the Company's Certificate of\nIncorporation, the Company's By-Laws or by statute. In the event of any change,\nafter the date of this Agreement, in any applicable law, statute, or rule which\nexpands the right of a Delaware corporation to indemnify a member of its board\nof directors or an officer, such changes shall be, ipso facto, within the\npurview of Indemnitee's rights and Company's obligations, under this Agreement.\nIn the event of any change in any applicable law, statute or rule which narrows\nthe right of a Delaware corporation to indemnify a member of its board of\ndirectors or an officer, such changes, to the extent not otherwise required \n\nby such law, statute or rule to be applied to this Agreement shall have no\neffect on this Agreement or the parties' rights and obligations hereunder.\n\n         (b) Nonexclusivity. The indemnification provided by this Agreement\nshall not be deemed exclusive of any rights to which Indemnitee may be entitled\nunder the Company's Certificate of Incorporation, its By-Laws, any agreement,\nany vote of stockholders or disinterested Directors, the General Corporation Law\nof the State of Delaware, or otherwise, both as to action in Indemnitee's\nofficial capacity and as to action in another capacity while holding such\noffice. The indemnification provided under this Agreement as any action taken or\nnot taken by Indemnitee while serving in an indemnified capacity shall continue\neven though the Indemnitee may have ceased to serve in such capacity at the time\nof any such action, suit or other proceeding covered by this agreement.\n\n    5. Partial Indemnification. If Indemnitee is entitled under any\nprovision of this Agreement to indemnification by the Company for some or a\nportion of the expenses, judgments, fines or penalties actually or reasonably\nincurred by him or her in the investigation, defense, appeal or settlement of\nany civil or criminal action, suit or proceeding, but not, however, for the\ntotal amount thereof, the Company shall nevertheless indemnify Indemnitee for\nthe portion of such expenses, judgments, fines or penalties to which Indemnitee\nis entitled.\n\n    6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge\nthat in certain instances, Federal law or applicable public policy may prohibit\nthe Company from indemnifying its directors and officers under this Agreement or\notherwise. Indemnitee understands and acknowledges that the Company has\nundertaken or may be required in the future to undertake with the Securities and\nExchange Commission to submit the question of indemnification to a court in\ncertain circumstances for a determination of the Company's right under public\npolicy to indemnify Indemnitee.\n\n    7. Officer and Director Liability Insurance. The Company shall, from\ntime to time, make a good faith determination whether or not it is practicable\nfor the Company to obtain and maintain a policy or policies of insurance with\nreputable insurance companies providing the officers and directors of the\nCompany with coverage for losses from wrongful acts, or to ensure the Company's\nperformance of its indemnification obligations under this Agreement. Among other\nconsiderations, the Company will weigh the costs of obtaining such insurance\ncoverage against the protection afforded by such coverage. In all policies of\ndirector and officer liability insurance, Indemnitee shall be named as an\ninsured in such a manner as to provide Indemnitee the same rights and benefits\nas are accorded to the most favorably insured of the Company's directors, if\nIndemnitee is a director; or the most favorably insured of the Company's\nofficers, if Indemnitee is not a director of the Company but is an officer.\nNotwithstanding the foregoing, the Company shall have no obligation to obtain or\nmaintain such insurance if the Company determines in good faith that such\ninsurance is not reasonably available, if the premium costs for such insurance\nare disproportionate to the amount of coverage provided, if the coverage\nprovided by such insurance is limited by exclusions so as to provide an\ninsufficient \n\nbenefit, or if Indemnitee is covered by similar insurance maintained by a\nsubsidiary or parent of the Company.\n\n         8. Severability. Nothing in this Agreement is intended to require or\nshall be construed as requiring the Company to do or fail to do any act in\nviolation of applicable law. The Company's inability, pursuant to court order,\nto perform its obligation under this Agreement shall not constitute a breach of\nthis Agreement. If the provisions of this Agreement or any portion hereof shall\nbe invalidated on any ground by any court of competent jurisdiction, then the\nCompany shall nevertheless indemnify Indemnitee to the fullest extent permitted\nby any applicable portion of this Agreement that shall not have been\ninvalidated, and the balance of this Agreement not so invalidated shall be\nenforceable in accordance with its terms.\n\n         9. Exceptions. Any other provision herein to the contrary\nnotwithstanding, the Company shall not be obligated pursuant to the terms of\nthis Agreement:\n\n                  (a) Claims Initiated by Indemnitee. To indemnify or advance\nexpenses to Indemnitee with respect to proceedings or claims initiated or\nbrought voluntarily by Indemnitee and not by way of defense, except with respect\nto proceedings brought to establish or enforce a right to indemnification under\nthis Agreement or any other statute or law or otherwise as required under\nSection 145 of the Delaware General Corporation Law, but such indemnification or\nadvancement of expenses may be provided by the Company in specific cases if the\nBoard of Directors has approved the initiation or bringing of such suit; or\n\n                  (b) Lack of Good Faith. To indemnify Indemnitee for any\nexpenses incurred by the Indemnitee with respect to any proceeding instituted by\nIndemnitee to enforce or interpret this Agreement, if a court of competent\njurisdiction determines that each of the material assertions made by the\nIndemnitee in such proceeding was not made in good faith or was frivolous; or\n\n                  (c) Insured Claims. To indemnify Indemnitee for expenses or\nliabilities of any type whatsoever (including, but not limited to, judgments,\nfines, ERISA excise taxes or penalties, and amounts paid in settlement) to the\nextent such expenses or liabilities have been paid directly to Indemnitee by an\ninsurance carrier under a policy of officers' and directors' liability insurance\nmaintained by the Company, its parent or any of its subsidiaries; or\n\n                  (d) Claims Under Section 16(b). To indemnify Indemnitee for\nexpenses and the payment of 'short swing profits' arising from the purchase and\nsale or the sale and purchase by Indemnitee of securities in violation of\nSection 16(b) of the Securities Exchange Act of 1934, as amended, or any similar\nsuccessor statute.\n\n                  (e) Public Policy. To indemnify Indemnitee to the extent that\na court of competent jurisdiction has finally determined that such\nindemnification would be prohibited as contrary to public policy.\n\n     10.      Construction of Certain Phrases.\n\n         (a) For purposes of this Agreement, references to the 'Company' shall\ninclude, in addition to the resulting corporation, any constituent corporation\n(including any constituent of a constituent) absorbed in a consolidation or\nmerger with the Company, which constituent corporation, if its separate\nexistence had continued, would have had power and authority to indemnify its\ndirectors, officers, and employees or agents, so that if Indemnitee is or was a\ndirector, officer, employee or agent of such constituent corporation, or is or\nwas serving at the request of such constituent corporation as a director,\nofficer, employee or agent of another corporation, partnership, joint venture,\ntrust or other enterprise, Indemnitee shall stand in the same position under the\nprovisions of this Agreement with respect to the resulting or surviving\ncorporation as Indemnitee would have with respect to such constituent\ncorporation if its separate existence had continued.\n\n         (b) For purposes of this Agreement, references to 'other enterprises'\nshall include employee benefit plans; and references to 'serving at the request\nof the Company' shall include any service as a director, officer, employee or\nagent of the Company which imposes duties on, or involves services by, such\ndirector, officer, employee or agent with respect to an employee benefit plan,\nits participants, or beneficiaries; and if Indemnitee acted in good faith and in\na manner Indemnitee reasonably believed to be in the interest of the\nparticipants and beneficiaries of an employee benefit plan, Indemnitee shall be\ndeemed to have acted in a manner 'not opposed to the best interests of the\nCompany' as referred to in this Agreement.\n\n    11. Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall constitute an original.\n\n    12. Successor and Assigns. This Agreement shall be binding upon the\nCompany and its successors and assigns, and shall inure to the benefit of\nIndemnitee and Indemnitee's estate, heirs, legal representatives and assigns.\n\n    13. Attorneys' Fees. In the event that an action is instituted by\nIndemnitee under this Agreement to enforce or interpret any of the terms hereof,\nIndemnitee shall be entitled to be paid all court costs and expenses, including\nreasonable attorneys' fees, incurred by Indemnitee with respect to such action,\nunless as a part of such action, the court of competent jurisdiction determines\nthat each of the material assertions made by Indemnitee as a basis for such\naction were not made in good faith or were frivolous. In the event of an action\ninstituted by or in the name of the Company under this Agreement or to enforce\nor interpret any of the terms of this Agreement, Indemnitee shall be entitled to\nbe paid all court costs and expenses, including attorneys' fees, incurred by\nIndemnitee in defense of such action (including with respect to Indemnitee's\ncounterclaims and cross-claims made in such action), unless as a part of such\naction the court determines that each of Indemnitee's material defenses to such\naction were made in bad faith or were frivolous.\n\n    14. Notice. Except as provided in Section 3(b), all notices, requests,\ndemands and other communications under this Agreement shall be in writing and\nshall be deemed duly given (i) if delivered by hand and receipted for by the\nparty addressee on the date of such \n\nreceipt, or (ii) if mailed by domestic certified or registered mail with postage\nprepaid, on the third business day after the date postmarked. Addresses for\nnotice to either party are as shown on the signature page of this Agreement, or\nas subsequently modified by written notice.\n\n    15. Consent to Jurisdiction. The Company and Indemnitee each hereby\nirrevocably consent to the jurisdiction of the courts of the State of Delaware\nfor all purposes in connection with any action or proceeding which arises out of\nor relates to this Agreement and agree that any action instituted under this\nAgreement shall be brought only in the Delaware Court of Chancery, unless\njurisdiction for such action shall be found to lie in another Delaware court.\n\n    16. Choice of Law. This Agreement shall be governed by and its provisions\nconstrued in accordance with the laws of the State of Delaware, as applied to\ncontracts between Delaware residents entered into and to be performed entirely\nwithin Delaware without regard to the conflict of law principles thereof.\n\n    17. Period of Limitations. No legal action shall be brought and no cause of\naction shall be asserted by or in the right of the Company against Indemnitee,\nIndemnitee's estate, spouse, heirs, executors or personal or legal\nrepresentatives after the expiration of two years from the date of accrual of\nsuch cause of action, and any claim or cause of action of the Company shall be\nextinguished and deemed released unless asserted by the timely filing of a legal\naction within such two-year period; provided, however, that if any shorter\nperiod of limitations is otherwise applicable to any such cause of action, such\nshorter period shall govern.\n\n    18. Subrogation. In the event of payment under this Agreement, the Company\nshall be subrogated to the extent of such payment to all of the rights of\nrecovery of Indemnitee, who shall execute all documents required and shall do\nall acts that may be necessary to secure such rights and to enable the Company\neffectively to bring suit to enforce such rights.\n\n    19. Amendment and Termination. No amendment, modification, termination or\ncancellation of this Agreement shall be effective unless it is in writing signed\nby both of the parties hereto. No waiver of any of the provisions of this\nAgreement shall be deemed or shall constitute a waiver of any other provisions\nhereof (whether or not similar), nor shall such wavier constitute a continuing\nwaiver.\n\n    20. Integration and Entire Agreement. This Agreement sets forth the entire\nunderstanding between the parties hereto and supersedes and merges all previous\nwritten and oral negotiations, commitments, understandings and agreements\nrelating to the subject matter hereof between the parties hereto.\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n\n                              QUOTESMITH.COM, INC.\n\n\n\n                                  By: ________________________________\n                                           Name: Robert S. Bland\n                                           Title:  Chairman, President and Chief\n                                                   Executive Officer\n\n                                  Address: 8205 South Cass Avenue\n                                           Suite 102\n                                           Darien, Illinois 60561\n\nAGREED TO AND ACCEPTED:\n\n\nINDEMNITEE:\n\n_______________________\n\n\n\n_______________________\n(signature)\n\nAddress:\n\n_______________________\n_______________________\n_______________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8629],"corporate_contracts_industries":[9443],"corporate_contracts_types":[9553,9557],"class_list":["post-40783","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quotesmithcom-inc","corporate_contracts_industries-insurance__agents","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40783","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40783"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40783"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40783"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40783"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}