{"id":40786,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-indemnity-agreement-loislaw-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-indemnity-agreement-loislaw-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/form-of-indemnity-agreement-loislaw-com-inc.html","title":{"rendered":"Form of Indemnity Agreement &#8211; Loislaw.com Inc."},"content":{"rendered":"<pre>\n\nThe following people will execute Indemnity Agreements in substantially the\nsame form as the Form of Indemnity Agreement filed herewith:\n\n     1.  Kyle D. Parker;\n\n     2.  Mark O. Beyland;\n\n     3.  W. Clark Wigley;\n \n     4.  Reves W. Dillon, Jr.;\n\n     5.  Jay Scott Thompson;\n\n     6.  Pamela G. Rogers;\n\n     7.  Douglas W. Parker, Sr.;\n\n     8.  Robert C. Ammerman;\n\n     9.  D. Randy Laney; and\n \n     10. Hannah C. Stone.\n\n \n                          FORM OF INDEMNITY AGREEMENT\n                          ---------------------------\n\n\n     This Agreement made and entered into as of this _____ day of June, by and\nbetween Loislaw.com, Inc., a Delaware corporation (the 'Company'), and\n__________________ ('Indemnitee'), who is currently serving the Company in the\ncapacity of a director and\/or officer thereof;\n\n                              W I T N E S S E T H:\n\n     WHEREAS, the Company and Indemnitee recognize that the interpretation of\nambiguous statutes, regulations and court opinions and of the Certificate of\nIncorporation and Bylaws of the Company, and the vagaries of public policy, are\ntoo uncertain to provide the directors and officers of the Company with adequate\nor reliable advance knowledge or guidance with respect to the legal risks and\npotential liabilities to which they become personally exposed as a result of\nperforming their duties in good faith for the Company; and\n\n     WHEREAS, the Company and the Indemnitee are aware that highly experienced\nand capable persons are often reluctant to serve as directors or officers of a\ncorporation unless they are protected to the fullest extent permitted by law by\ncomprehensive insurance or indemnification, especially since the legal risks and\npotential liabilities, and the very threat thereof, associated with lawsuits\nfiled against the officers and directors of a corporation, and the resultant\nsubstantial time, expense, harassment, ridicule, abuse and anxiety spent and\nendured in defending against such lawsuits, whether or not meritorious, bear no\nreasonable or logical relationship to the amount of compensation received by the\ndirectors or officers from the corporation; and\n\n     WHEREAS, Section 145 of the General Corporation Law of the State of\nDelaware, which sets forth certain provisions relating to the mandatory and\npermissive indemnification of, and advancement of expenses to, officers and\ndirectors (among others) of a Delaware corporation by such corporation, is\nspecifically not exclusive of other rights to which those indemnified thereunder\nmay be entitled under any bylaw, agreement, vote of stockholders or\ndisinterested directors or otherwise, and, thus, does not by itself limit the\nextent to which the Company may indemnify persons serving as its officers and\ndirectors (among others); and\n\n     WHEREAS, after due consideration and investigation of the terms and\nprovisions of this Agreement and the various other options available to the\nCompany and the Indemnitee in lieu thereof, the board of directors of the\nCompany has determined that the following Agreement is not only reasonable and\nprudent but necessary to promote and ensure the best interests of the Company\nand its stockholders; and\n\n     WHEREAS, the Company desires to have Indemnitee serve or continue to serve\nas an officer and\/or director of the Company, free from undue concern for\nunpredictable, inappropriate or unreasonable legal risks and personal\nliabilities by reason of his acting in good faith in the performance of his duty\nto the Company; and Indemnitee desires to serve, or to continue to serve\n\n                                       2\n\n \n(provided that he is furnished the indemnity provided for hereinafter), in\neither or both of such capacities;\n\n     NOW, THEREFORE, in consideration of the premises and the mutual agreements\nherein set forth and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the Company and Indemnitee,\nintending to be legally bound, do hereby agree as follows:\n\n     1.   Agreement to Serve.  Indemnitee agrees to serve or continue to serve\nas director and\/or officer of the Company, at the will of the Company or under\nseparate contract, if such exists, for so long as he is duly elected or\nappointed and qualified in accordance with the provisions of the Bylaws of the\nCompany or until such time as he tenders his resignation in writing.\n\n     2.   Definitions.  As used in this Agreement:\n\n          (a) The term 'Proceeding' shall mean any action, suit or proceeding,\n     whether civil, criminal, administrative, arbitrative or investigative, any\n     appeal in such an action, suit or proceeding, and any inquiry or\n     investigation that could lead to such an action, suit or proceeding, except\n     one initiated by Indemnitee to enforce his rights under this Agreement.\n\n          (b) The term 'Expenses' includes, without limitation, all reasonable\n     attorneys' fees, retainers, court costs, transcript costs, fees of experts,\n     witness fees, travel expenses, duplicating costs, printing and binding\n     costs, telephone charges, postage, delivery service fees and all other\n     disbursements or expenses of the types customarily incurred in connection\n     with prosecuting, defending, preparing to prosecute or defend,\n     investigating, or being or preparing to be a witness in a Proceeding.\n\n          (c) References to 'other enterprise' shall include employee benefit\n     plans; references to 'fines' shall include any (i) excise taxes assessed\n     with respect to any employee benefit plan and (ii) penalties; references to\n     'serving at the request of the Company' shall include any service as a\n     director, officer, employee or agent of the Company which imposes duties\n     on, or involves services by, such director, officer, employee or agent with\n     respect to an employee benefit plan, its participants or beneficiaries; and\n     a person who acts in good faith and in a manner he reasonably believes to\n     be in the interest of the participants and beneficiaries of an employee\n     benefit plan shall be deemed to have acted in a manner 'not opposed to the\n     best interests of the Company' as referred to in this Agreement.\n\n     3.   Indemnity in Third Party Proceedings.  The Company shall indemnify\nIndemnitee in accordance with the provisions of this Section 3 if Indemnitee is\na party to or is threatened to be made a party to or otherwise involved in any\nthreatened, pending or completed Proceeding (other than a Proceeding by or in\nthe right of the Company to procure a judgment in its favor) by reason of the\nfact that Indemnitee is or was a director and\/or officer of the Company, or is\nor was serving at the request of the Company as a director, officer, employee or\nagent of another corporation, partnership, joint venture, trust or other\nenterprise, against all Expenses, judgments, fines and amounts paid in\nsettlement actually and reasonably incurred by Indemnitee in connection with\nsuch \n\n                                       3\n\n \nProceeding, provided it is determined pursuant to Section 7 of this Agreement or\nby the court having jurisdiction in the matter, that Indemnitee acted in good\nfaith and in a manner that he reasonably believed to be in or not opposed to the\nbest interests of the Company, and, with respect to any criminal Proceeding, had\nno reasonable cause to believe his conduct was unlawful. The termination of any\nProceeding by judgment, order, settlement or conviction, or upon a plea of nolo\ncontendere or its equivalent, shall not, of itself, create a presumption that\nIndemnitee did not act in good faith and in a manner that he reasonably believed\nto be in or not opposed to the best interests of the Company, and, with respect\nto any criminal Proceeding, had reasonable cause to believe that his conduct was\nunlawful.\n\n     4.   Indemnity in Proceedings By or In the Right of the Company.  The\nCompany shall indemnify Indemnitee in accordance with the provisions of this\nSection 4 if Indemnitee is a party to or is threatened to be made a party to or\notherwise involved in any threatened, pending or completed Proceeding by or in\nthe right of the Company to procure a judgment in its favor by reason of the\nfact that Indemnitee is or was a director and\/or officer of the Company, or is\nor was serving at the request of the Company as a director, officer, employee or\nagent of another corporation, partnership, joint venture, trust or other\nenterprise, against all Expenses actually and reasonably incurred by Indemnitee\nin connection with the defense, settlement or other disposition of such\nProceeding, but only if he acted in good faith and in a manner that he\nreasonably believed to be in or not opposed to the best interests of the\nCompany, except that no indemnification shall be made under this Section 4 in\nrespect of any claim, issue or matter as to which Indemnitee shall have been\nadjudged to be liable to the Company unless and only to the extent that the\nDelaware Court of Chancery or the court in which such Proceeding was brought\nshall determine upon application that, despite the adjudication of liability but\nin view of all the circumstances of the case, Indemnitee is fairly and\nreasonably entitled to indemnity for such Expenses as the Delaware Court of\nChancery or such other court shall deem proper.\n\n     5.   Indemnification for Expenses of Successful Party.  Notwithstanding any\nother provision of this Agreement to the contrary, to the extent that Indemnitee\nhas been successful on the merits or otherwise in defense of any Proceeding\nreferred to in Sections 3 and\/or 4 of this Agreement, or in defense of any\nclaim, issue or matter therein, including dismissal without prejudice,\nIndemnitee shall be indemnified against all Expenses actually and reasonably\nincurred by Indemnitee in connection therewith.\n\n     6.   Advances of Expenses.  The Expenses incurred by Indemnitee pursuant to\nSections 3 and\/or 4 of this Agreement in connection with any Proceeding shall,\nat the written request of the Indemnitee, be paid by the Company in advance of\nthe final disposition of such Proceeding upon receipt by the Company of an\nundertaking by or on behalf of Indemnitee ('Indemnitee's Undertaking') to repay\nsuch amount to the extent that it is ultimately determined that Indemnitee is\nnot entitled to be indemnified by the Company.  The request for advancement of\nExpenses by Indemnitee and the undertaking to repay of Indemnitee, which need\nnot be secured, shall be substantially in the form of Exhibit A to this\n                                                      ---------        \nAgreement.\n\n                                       4\n\n \n     7.   Right of Indemnitee to Indemnification or Advancement of Expenses Upon\nApplication; Procedure Upon Application.\n\n          (a) If required by the terms of this Agreement, indemnification under\n     Sections 3 and\/or 4 of this Agreement shall be made no later than 45 days\n     after receipt by the Company of the written request of Indemnitee.  A\n     determination shall be made within said 45-day period by (i) a majority\n     vote of the directors of the Company who are not parties to the involved\n     Proceeding, even though less than a quorum, or (ii) independent legal\n     counsel in a written opinion (which counsel shall be appointed if there are\n     no such directors or if such directors so direct), as to whether the\n     Indemnitee has met the applicable standards for indemnification set forth\n     in Section 3 or 4, as the case may be.\n\n          (b) Any advancement of Expenses under Section 6 of this Agreement\n     shall be made no later than 10 days after receipt by the Company of\n     Indemnitee's Undertaking.\n\n          (c) In any action to establish or enforce the right of indemnification\n     or to receive advancement of Expenses as provided in this Agreement, the\n     burden of proving that indemnification or advancement of Expenses is not\n     appropriate shall be on the Company. Neither the failure of the Company\n     (including its board of directors or independent legal counsel) to have\n     made a determination prior to the commencement of such action that\n     indemnification or advancement of Expenses is proper in the circumstances\n     because Indemnitee has met the applicable standard of conduct, nor an\n     actual determination by the Company (including its board of directors or\n     independent legal counsel) that Indemnitee has not met such applicable\n     standard of conduct, shall be a defense to the action or create a\n     presumption that Indemnitee has not met the applicable standard of conduct.\n     The Company shall also indemnify Indemnitee against all Expenses incurred\n     by Indemnitee in connection with successfully establishing or enforcing his\n     right of indemnification or to receive advancement of Expenses, in whole or\n     in part, under this Agreement.\n\n     8.   Indemnification and Advancement of Expenses Under this Agreement Not\nExclusive.  The rights of indemnification and to receive advancement of Expenses\nas provided by this Agreement shall not be deemed exclusive of any other rights\nto which Indemnitee may be entitled under the Certificate of Incorporation or\nBylaws of the Company, any other agreement, any vote of stockholders or\ndisinterested directors, the General Corporation Law of the State of Delaware,\nor otherwise, both as to action in his official capacity and as to action in\nanother capacity while holding such office.\n\n     9.   Partial Indemnification.  If Indemnitee is entitled under any\nprovision of this Agreement to indemnification or to receive advancement by the\nCompany for a portion of the Expenses, judgments, fines or amounts paid in\nsettlement actually and reasonably incurred by Indemnitee in the investigation,\ndefense, appeal, settlement or other disposition of any Proceeding but not,\nhowever, for the total amount thereof, the Company shall nevertheless indemnify\nIndemnitee for the portion thereof to which Indemnitee is entitled.\n\n                                       5\n\n \n      10. Rights Continued.  The rights of indemnification and to receive\nadvancement of Expenses as provided by this Agreement shall continue as to\nIndemnitee even though Indemnitee may have ceased to be a director or officer of\nthe Company and shall inure to the benefit of Indemnitee's personal or legal\nrepresentatives, executors, administrators, successors, heirs, distributees,\ndevisees and legatees.\n\n      11. No Construction as an Employment Agreement or Any Other Commitment.\nNothing contained in this Agreement shall be construed as giving Indemnitee any\nright to be retained in the employ of the Company or any of its subsidiaries, if\nIndemnitee currently serves as an officer of the Company, or to be renominated\nas a director of the Company, if Indemnitee currently serves as a director of\nthe Company.\n\n      12. Liability Insurance.  To the extent the Company maintains an insurance\npolicy or policies providing directors' and officers' liability insurance,\nIndemnitee shall be covered by such policy or policies in accordance with its or\ntheir terms, to the maximum extent of the coverage available for any director or\nofficer of the Company under such policy or policies.\n\n      13. No Duplication of Payments.  The Company shall not be liable under\nthis Agreement to make any payment of amounts otherwise indemnifiable under this\nAgreement if, and to the extent that, Indemnitee has otherwise actually received\nsuch payment under any contract, agreement or insurance policy, the Certificate\nof Incorporation or Bylaws of the Company, or otherwise.\n\n      14. Subrogation.  In the event of payment under this Agreement, the\nCompany shall be subrogated to the extent of such payment to all the rights of\nrecovery of Indemnitee, who shall execute all papers required and shall do\neverything that may be necessary to secure such rights, including without\nlimitation the execution of such documents as may be necessary to enable the\nCompany effectively to bring suit to enforce such rights.\n\n      15. Exceptions.  Notwithstanding any other provision in this Agreement,\nthe Company shall not be obligated pursuant to the terms of this Agreement, to\nindemnify or advance Expenses to Indemnitee with respect to any Proceeding, or\nany claim therein, (i)  brought or made by Indemnitee against the Company, or\n(ii) in which final judgment is rendered against Indemnitee for an accounting of\nprofits made from the purchase and sale or the sale and purchase by Indemnitee\nof securities of the Company pursuant to the provisions of Section 16(b) of the\nSecurities Exchange Act of 1934, as amended, or similar provisions of any\nfederal, state or local statute.\n\n      16. Notices.  Any notice or other communication required or permitted to\nbe given or made to the Company or Indemnitee pursuant to this Agreement shall\nbe given or made in writing by depositing the same in the United States mail,\nwith postage thereon prepaid, addressed to the person to whom such notice or\ncommunication is directed at the address of such person on the records of the\nCompany, and such notice or communication shall be deemed given or made at the\ntime when the same shall be so deposited in the United States mail.  Any such\nnotice or communication to the Company shall be addressed to the Secretary of\nthe Company.\n\n                                       6\n\n \n      17. Contractual Rights.  The right to be indemnified or to receive\nadvancement of Expenses under this Agreement (i) is a contract right based upon\ngood and valuable consideration, pursuant to which Indemnitee may sue, (ii) is\nand is intended to be retroactive and shall be available as to events occurring\nprior to the date of this Agreement and (iii) shall continue after any\nrescission or restrictive modification of this Agreement as to events occurring\nprior thereto.\n\n      18. Severability.  If any provision or provisions of this Agreement shall\nbe held to be invalid, illegal or unenforceable for any reason whatsoever, the\nvalidity, legality and enforceability of the remaining provisions shall not in\nany way be affected or impaired thereby; and, to the fullest extent possible,\nthe provisions of this Agreement shall be construed so as to give effect to the\nintent manifested by the provisions held invalid, illegal or unenforceable.\n\n      19. Successors; Binding Agreement.  The Company shall require any\nsuccessor to all or substantially all of the business and\/or assets of the\nCompany (whether direct or indirect, by purchase, merger, consolidation or\notherwise), by agreement in form and substance reasonably satisfactory to\nIndemnitee, to expressly assume and agree to perform this Agreement in the same\nmanner and to the same extent that the Company would be required to perform if\nno such succession had taken place.  As used in this Agreement, 'Company' shall\nmean the Company as hereinbefore defined and any successor to its business\nand\/or assets as aforesaid that executes and delivers the agreement provided for\nin this Section 19 or that otherwise becomes bound by the terms and provisions\nof this Agreement by operation of law.\n\n      20. Counterparts, Modification, Headings, Gender.\n\n          (a) This Agreement may be executed in counterparts, each of which\n     shall constitute one and the same instrument, and either party hereto may\n     execute this Agreement by signing any such counterpart.\n\n          (b) No provisions of this Agreement may be modified, waived or\n     discharged unless such waiver, modification or discharge is agreed to in\n     writing and signed by Indemnitee and an appropriate officer of the Company.\n     No waiver by any party at any time of any breach by any other party of, or\n     compliance with, any condition or provision of this Agreement to be\n     performed by any other party shall be deemed a waiver of similar or\n     dissimilar provisions or conditions at the same time or at any prior or\n     subsequent time.\n\n          (c) Section headings are not to be considered part of this Agreement,\n     are solely for convenience of reference, and shall not affect the meaning\n     or interpretation of this Agreement or any provision set forth herein.\n\n          (d) Pronouns in masculine, feminine and neuter genders shall be\n     construed to include any other gender, and words in the singular form shall\n     be construed to include the plural and vice versa, unless the context\n     otherwise requires.\n\n      21. Assignability.  This Agreement shall not be assignable by either party\nwithout the consent of the other.\n\n                                       7\n\n \n      22. Exclusive Jurisdiction; Governing Law.  The Company and Indemnitee\nagree that all disputes in any way relating to or arising under this Agreement,\nincluding, without limitation, any action for advancement of Expenses or\nindemnification, shall be litigated, if at all, exclusively in the Delaware\nCourt of Chancery, and, if necessary, the corresponding appellate courts.  This\nAgreement shall be governed by and construed and enforced in accordance with the\nlaws of the State of Delaware applicable to contracts made and to be performed\nin such state without giving effect to the principles of conflicts of laws.  The\nCompany and Indemnitee expressly submit themselves to the personal jurisdiction\nof the State of Delaware.\n\n      23. Termination.\n\n          (a) This Agreement shall terminate upon the mutual agreement of the\n      parties that this Agreement shall terminate or upon the death of\n      Indemnitee or the resignation, retirement, removal or replacement of\n      Indemnitee from all of his positions as a director and\/or officer of the\n      Company.\n\n          (b) The termination of this Agreement shall not terminate:\n\n              (i)  the Company's liability for claims or actions against\n          Indemnitee arising out of or related to acts, omissions, occurrences,\n          facts or circumstances occurring or alleged to have occurred prior to\n          such termination; or\n\n              (ii) the applicability of the terms and conditions of this\n          Agreement to such claims or actions.\n\n     IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement\nas of the date and year first above written.\n\n                                        LOISLAW.COM, INC.\n\n\n                                        By:\n                                            -----------------------------------\n                                           Name:\n                                                  ----------------------------- \n                                           Title:\n                                                  -----------------------------\n\n\n                                        INDEMNITEE\n\n\n                                        ---------------------------------------\n                                        Name:\n                                              ---------------------------------\n\n                                       8\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9553,9557],"class_list":["post-40786","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","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\/40786","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=40786"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40786"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40786"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40786"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}