{"id":40796,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-cmg-information-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-cmg-information-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-cmg-information-services-inc.html","title":{"rendered":"Indemnification Agreement &#8211; CMG Information Services Inc."},"content":{"rendered":"<pre> \n                           INDEMNIFICATION AGREEMENT\n                           -------------------------\n\n\n     This Agreement is made as of this ____ day of ____, 199_, between CMG\nInformation Services, Inc., a Delaware corporation (the 'Company'), and\n_________________ (the 'Indemnitee').\n\n\n                                WITNESSETH THAT:\n\n     WHEREAS, it is essential to the Company to retain and attract as Directors\nthe most capable people available; and\n\n     WHEREAS, the Indemnitee is a Director of the Company and in such capacity\nprovides valuable services to the Company; and\n\n     WHEREAS, both the Company and the Indemnitee recognize that the Indemnitee,\nwhile serving as a Director of the Company is exposed to a substantial risk of\nexpensive litigation at a time when liability insurance may not continue to be\navailable to insure adequately against such risk, and at a time when the Company\nand the Indemnitee recognize that the Indemnitee is not being paid sufficient\ncompensation by the Company to compensate for such risk; and\n\n     WHEREAS, it is now and has always been the express policy of the Company to\nindemnify its Directors and Officers; and\n\n     WHEREAS, the Company has adopted an Article in its Restated Certificate of\nIncorporation and a By-Law providing for the indemnification of Officers and\nDirectors of the Company as authorized by Section 145 of the Delaware General\nCorporation Law; and\n\n     WHEREAS, such Article and By-Law and the Delaware General Corporation Law\nspecifically provide that they are not exclusive, and thereby contemplate that\nindividual indemnification agreements may be entered into between the Company\nand its Directors; and\n\n     WHEREAS, in accordance with the authorization provided by law, the Company\nintends to purchase and maintain a policy or policies of Directors and Officers\nLiability Insurance ('D&amp;O Insurance'), providing certain basic protection\nagainst risk of personal liability of Directors and Officers at a reasonable\ncost, and Indemnitee has relied on the availability of such coverage, but such\ncoverage may become increasingly difficult to obtain on terms providing\nreasonable protection at a reasonable cost for all risks; and\n\n     WHEREAS, to induce Indemnitee to serve or to continue to serve as a\nDirector of the Company and to provide Indemnitee with specific contractual\nassurance of substantial protection against personal liability (regardless of,\namong other things, any amendment to or revocation of any provision of the\nCompany's Restated Certificate of Incorporation or By-Laws concerning\nindemnification or any change in the composition of the Company's Board of\nDirectors or any acquisition of the Company), the Company desires to enter into\nthis Agreement; and\n\n                                       1\n\n \n     WHEREAS, in order to induce Indemnitee to become, or to remain in\nIndemnitee's position as, a Director of the Company and in consideration of\nIndemnitee's so becoming or remaining, the Company desires to indemnify\nIndemnitee according to the terms and conditions set forth below; and\n\n     WHEREAS, the form of this Indemnification Agreement has been ratified and\napproved by the stockholders of the Company.\n\n     NOW, THEREFORE, in consideration of the foregoing premises and of the\nIndemnitee's serving or continuing to serve the Company, and for other good and\nvaluable consideration, receipt of which is hereby acknowledged, the parties\nhereto, for themselves, their successors and assigns, hereby agree as follows:\n\n     1.  AGREEMENT TO SERVE.  Indemnitee agrees to serve or to continue to serve\n         ------------------                                                     \nas a Director of the Company for so long as he is duly elected or until such\ntime as he tenders his resignation in writing or his status as a Director is\nterminated.\n\n     2.  DEFINITIONS.  For purposes of this Agreement, the following terms shall\n         -----------                                                            \nhave the meanings set forth below:\n\n     (a) 'Change in Control' shall be deemed to have occurred when (i) there has\nbeen a change in control of the Company, not approved by a resolution of the\nCompany's Board of Directors, of a nature that would be required to be reported\nin response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act'), including in\nany event the acquisition by any 'person' (as such term is used in Sections\n13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership, directly or\nindirectly, of securities of the Company representing 25% or  more of the\ncombined voting power of the Company's then outstanding securities, (ii)\nfollowed within a period of not more than two years by a change in the identity\nof a majority of the members of the Company's Board of Directors otherwise than\nthrough death, disability or retirement in accordance with the Company's\nretirement policies.\n\n     (b) The term 'Claim' shall include any threatened, pending or completed\naction, suit or proceeding, or any inquiry or investigation, whether brought by\nor in the right of the Company or by any other party and whether of a civil,\ncriminal, administrative or investigative nature, including any inquiry or\ninvestigation which the Indemnitee in good faith believes might lead to the\ninstitution of any action, suit or proceeding, in which Indemnitee may be or may\nhave been involved as a party, witness or otherwise, by reason of the fact that\nIndemnitee is or was a Director of the Company, by reason of any action taken by\nhim or of any inaction on his part while acting as such a Director, or by reason\nof the fact that he 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; in each case whether or not he is acting or\nserving in any such capacity at the time any liability or expense is incurred\nfor which indemnification or reimbursement can be provided under this Agreement.\n\n     (c) The term 'Expenses' shall include, without limitation, expenses of\ninvestigations, judicial or administrative proceedings or appeals, amounts paid\nin settlement of \n\n                                       2\n\n \nany Claim by or on behalf of Indemnitee, attorneys, fees and disbursements, any\nexpenses of establishing a right to indemnification or Expense Advances under\nSections 9 and 10 of this Agreement, and all other costs, expenses and\nobligations paid or incurred in connection with investigating, defending, being\na witness in or participating in (including on appeal), or preparing to defend,\nbe a witness in or participant in, any Claim, but shall not include the amount\nof judgments, fines or penalties against Indemnitee.\n\n     (d) References to 'other enterprise' shall include employee benefit plans;\nreferences to 'fines' shall include any excise tax assessed with respect to any\nemployee benefit plan; references to 'serving at the request of the Company'\nshall include any service as a director, officer, employee or agent of the\nCompany which imposes duties on, or involves services by, such director,\nofficer, employee, or agent with respect to an employee benefit plan, its\nparticipants or beneficiaries.\n\n     (e) 'Potential Change in Control' shall be deemed to have occurred if (i)\nany person publicly announces an intention to take or to consider taking such\nactions which if consummated might result in a Change in Control, (ii) any\n'person' (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange\nAct) acquires beneficial ownership, directly or indirectly, of securities of the\nCompany representing 25% or more of the combined voting power of the Company's\nthen outstanding securities, or (iii) the Company's Board of Directors in its\nsole discretion adopts a resolution to the effect that, for purposes of this\nAgreement, a Potential Change in Control has occurred.\n\n     3.  BASIC INDEMNIFICATION.  The Company hereby agrees to hold harmless and\n         ---------------------                                                 \nindemnify Indemnitee and Indemnitee's successors referred to in Section 17\nhereof to the fullest extent authorized or permitted by the General Corporation\nLaw of the State of Delaware, or any other applicable law, or by any amendment\nthereof or other statutory provision authorizing or permitting such\nindemnification which is adopted after the date hereof.\n\n     4.  INDEMNITY IN THIRD-PARTY CLAIMS.  The Company shall indemnify\n         -------------------------------                              \nIndemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee\nis a party or witness to, or threatened to be made a party or witness to, or\notherwise involved in any Claim (other than a Claim by or in the right of the\nCompany to procure a judgment in its favor) by reason of the fact that\nIndemnitee is or was a Director of the Company, or 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 all\nExpenses, judgments, fines and penalties, actually incurred by Indemnitee in\nconnection with such Claim; provided that such indemnification shall not apply\nto any Claim (i) in which Indemnitee shall have been finally adjudged to have\nengaged in willful misconduct or to have acted in a manner which was knowingly\nfraudulent or deliberately dishonest, or (ii) in the case of a criminal\nproceeding, in which Indemnitee had reasonable cause to believe that his conduct\nwas unlawful.  The Indemnitee shall be presumed to be entitled to\nindemnification hereunder to the fullest extent possible, and the burden of\nproving otherwise shall be on the party claiming to diminish such\nindemnification.  The termination of any Claim by judgment, order of court,\nsettlement, conviction or upon a plea of nolo contendre, or its equivalent,\nshall not create a presumption that Indemnitee engaged in willful misconduct or\nacted in a manner which was knowingly fraudulent or deliberately dishonest, and\nwith respect to any criminal proceedings, shall not create a presumption that\nIndemnitee had reasonable cause to believe that his conduct was unlawful.\n\n                                       3\n\n \n     5.  INDEMNITY IN CLAIMS BY OR IN THE RIGHT OF THE COMPANY.  The Company\n         -----------------------------------------------------              \nshall indemnify Indemnitee in accordance with the provisions of this Paragraph 5\nif Indemnitee is a party or witness to, or threatened to be made a party or\nwitness to, or otherwise involved in any Claim by or in the right of the Company\nto procure a judgment in its favor by reason of the fact that Indemnitee is or\nwas a Director of the Company, or is or was serving at the request of the\nCompany as a director, officer, employee, or agent of another corporation,\npartnership, joint venture, trust or other enterprise, against all Expenses\nactually incurred by Indemnitee in connection with such Claim provided that such\nindemnification for Expenses shall not apply to any Claim in which Indemnitee\nshall have been finally adjudged to have engaged in willful misconduct or to\nhave acted in a manner which was knowingly fraudulent or deliberately dishonest,\nunless (and only to the extent that) any court in which such Claim 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 such court shall deem\nproper.  The Indemnitee shall be presumed to be entitled to indemnification\nhereunder to the fullest extent possible and the burden of proving otherwise\nshall be on the party claiming to diminish such indemnification.\n\n     6.  INSURANCE.  In the event the Company's D&amp;O Insurance shall terminate or\n         ---------                                                              \nthe scope or amount of coverage of the Company's D&amp;O Insurance shall be reduced\nfrom the scope and coverage in effect during the first year of this Agreement,\nthe Company agrees to hold harmless and indemnify the Indemnitee to the fullest\nextent permitted by applicable law to the full extent of the coverage which is\nin effect during the first year of this Agreement.  Notwithstanding the\nforegoing, the Company is not obligated to maintain any D&amp;O Insurance.\n\n     7.  SECTION 16(B) LIABILITY.  The Company shall not be liable under this\n         -----------------------                                             \nAgreement to make any payment in connection with any claim made against\nIndemnitee for an accounting of profits made from the purchase or sale by\nIndemnitee of securities of the Company within the meaning of Section 16(b) of\nthe Securities Exchange Act of 1934 and amendments thereto or similar provisions\nof any state statutory law or common law.\n\n     8.  INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY.  Notwithstanding any\n         -----------------------------------------------                      \nother provision of this Agreement, to the extent that Indemnitee has been\nsuccessful on the merits or otherwise, including the dismissal of an action\nwithout prejudice or the settlement of an action without admission of liability,\nin defense of any Claim or in defense of any claim, issue or matter therein,\nIndemnitee shall be indemnified against all Expenses incurred in connection\ntherewith without the necessity of authorization in the specific case.\n\n     9.  ADVANCEMENT OF EXPENSES.  Expenses incurred by the Indemnitee in\n         -----------------------                                         \nconnection with any Claim or in connection with any proceeding brought by\nIndemnitee under Section 10 or 13 hereof, must be paid by the Company in advance\n('Expense Advances') immediately upon the written request of the Indemnitee\nprovided Indemnitee shall undertake the repay such Expense Advances to the\nextent that it is ultimately determined that Indemnitee is not entitled to\nindemnification.\n\n                                       4\n\n \n     10.  RIGHT OF INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON APPLICATION.\n          ----------------------------------------------------------------------\nAny payment hereunder with respect to any judgment, fine or penalty shall be\nmade no later than 45 days after receipt by the Company of the written request\nof Indemnitee, unless a determination has been made by a court of competent\njurisdiction, or unless a determination is made within said 45-day period by\nindependent legal counsel (appointed by the Company and approved by the\nIndemnitee) in a written opinion that the Indemnitee has not met the relevant\nstandards for indemnification.  All payments of Expense Advances must be made\nimmediately in accordance with the terms and conditions of Section 9 except as\nprovided in this Section 10.\n\n     The right to indemnification and the immediate right to Expense Advances\npending final determination of the right to indemnification or lack thereof, as\nprovided by this Agreement shall be enforceable by the Indemnitee in any court\nof competent jurisdiction.  The burden of proving that indemnification is not\nappropriate as provided in this Agreement or otherwise shall be on the party\nclaiming to diminish such indemnification.  The failure of the Company\n(including its Board of Directors or independent legal counsel) to have made a\ndetermination prior to the commencement of such action that indemnification is\nproper in the circumstances because Indemnitee has met the applicable standard\nof conduct, shall not be a defense to the action or create a presumption that\nIndemnitee has not met the applicable standard of conduct.  Indemnitee's\nexpenses reasonably incurred in connection with successfully establishing has\nright to indemnification, in whole or in part, with respect to any such Claim\nshall also be paid by the Company under this Agreement immediately upon written\nrequest in advance in accordance with the terms and conditions of Section 9.\n\n     In the event of any demand by the Indemnitee for the indemnification with\nrespect to any judgment, fine or penalty hereunder or under the Company's By-\nLaws, the Board of Directors of the Company shall either approve the\nindemnification or shall designate independent legal counsel referred to above.\nThe obligations of the Company hereunder with respect to the payment of any\njudgment, fine or penalty shall be subject to the condition that the independent\nlegal counsel shall not have determined (in a written opinion) that the\nIndemnitee is not permitted to be indemnified under Applicable law.  The\nobligation of the Company to make Expense Advances pursuant to this Agreement\nshall be subject to the condition that, if, when and to the extent that the\nindependent legal counsel determines that the Indemnitee is not permitted to be\nso indemnified under applicable law, the Company shall be entitled to be\nreimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for\nall such amounts theretofore paid.  If the Indemnitee has commenced legal\nproceedings (either before or after the determination by independent legal\ncounsel) in a court of competent jurisdiction to secure a determination that the\nIndemnitee may be indemnified under this Agreement or otherwise, any\ndetermination made by the independent legal counsel that the Indemnitee is not\npermitted to be indemnified under applicable law shall not be binding, and the\nIndemnitee shall not be required to reimburse the Company for any Expense\nAdvances and shall continue to be entitled to Expense Advances until a final\njudicial determination is made with respect thereto (as to which all rights of\nappeal therefrom have been exhausted or lapsed).  If there has been no\ndetermination by the independent legal counsel or if the independent legal\ncounsel determines that the Indemnitee is not permitted to be indemnified in\nwhole or in part under applicable law, the Indemnitee shall have the right to\ncommence litigation in any court in the states of Massachusetts or Delaware\nhaving subject matter jurisdiction thereof and in which venue is proper seeking\nan initial determination by the court or challenging any such determination by\nthe independent legal counsel or any aspect thereof, and the Company hereby\nconsents to service of process and to appear in any such proceeding.\n\n                                       5\n\n \n     11.  CHANGE IN CONTROL.  The Company agrees that if there is a Change in\n          -----------------                                                  \nControl of the Company, then with respect to all matters thereafter arising\nconcerning the rights of the Indemnitee to indemnify payments and Expense\nAdvances under this Agreement or any other agreement or Company By-Law now or\nhereafter in effect relating the Claims, the Company shall seek legal advice\nonly from independent counsel selected by the Indemnitee and approved by the\nCompany (which approval shall not be unreasonably withheld) who has not\notherwise performed services for the Company within the last ten years (other\nthan in connection with such matters) or for the Indemnitee.  Such counsel,\namong other things, shall render its written opinion to the Company and the\nIndemnitee as to whether and to what extent the Indemnitee is permitted to be\nindemnified under applicable law.  The Company agrees to pay the reasonable fees\nof such independent counsel and to indemnify such counsel against any and all\nexpenses (including attorneys, fees), claims, liabilities and damages relating\nto this Agreement or its engagement pursuant hereto.\n\n     12.  ESTABLISHMENT OF TRUST.  In the event of a Potential Change in\n          ----------------------                                        \nControl, the Company may, and upon the request of the Indemnitee shall, create a\nTrust for the benefit of the Indemnitee (either alone or together with one or\nmore other indemnities) and from time to time fund such Trust in such amounts as\nthe Company's Board of Directors may determine to satisfy Expenses reasonably\nanticipated to be incurred in connection with investigating, preparing for and\ndefending any Claim (which determination shall be made by the Company's Board of\nDirectors in good faith from time to time upon the request of the Indemnitee),\nand all judgments, fines, penalties and settlement amounts of all Claims from\ntime to time paid or claimed, reasonably anticipated or proposed to be paid.\nThe term of any Trust established pursuant hereto shall provide that upon a\nChange in Control (i) the Trust shall not be revoked or the principal thereof\ninvaded, without the written consent of the Indemnitee, (ii) the Trustee shall\nadvance, within two business days of a request by the Indemnitee, all Expenses\nto the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under\nthe circumstances under which the Indemnitee would be required to reimburse the\nCompany under this Agreement), (iii) the Trustee shall promptly pay to the\nIndemnitee all amounts for which the Indemnitee shall be entitled to\nindemnification pursuant to this Agreement or otherwise, and (iv) all unexpended\nfunds in such Trust shall revert to the Company upon a final determination by\nthe independent legal counsel or a court of competent jurisdiction, as the case\nmay be, that the Indemnitee has been fully indemnified under the terms of this\nAgreement.  The Trustee shall be a person or entity satisfactory to the\nIndemnitee.  Nothing in this Section 12 shall relieve the Company of any of its\nobligations under this Agreement.\n\n     13.  INDEMNIFICATION FOR ADDITIONAL EXPENSES.  The Company shall indemnify\n          ---------------------------------------                              \nthe Indemnitee against all expenses (including attorneys, fees) and, if\nrequested by the Indemnitee, shall immediately advance such expenses to the\nIndemnitee, which are incurred by the Indemnitee in connection with any claim\nasserted or action brought by the Indemnitee for (i) indemnification or payment\nof Expense Advances by the Company under this Agreement or any other agreement\nor Company By-Law now or hereafter in effect relating to Claims, or (ii)\nrecovery under any D&amp;O Insurance policies maintained by the Company, provided\nthe Indemnitee undertakes to repay such expenses to the extent that it is\nultimately determined that Indemnitee is not entitled to such indemnification,\nExpense Advances, or insurance recovery, as the case may be.\n\n                                       6\n\n \n     14.  PARTIAL INDEMNIFICATION.  If Indemnitee is entitled under any\n          -----------------------                                      \nprovision of this Agreement to indemnification by the Company for some or a\nportion of the Expenses, judgments, fines or penalties actually and reasonably\nincurred by him in the investigation, defense, appeal or settlement of any Claim\nbut not, however, for the total amount thereof, the Company shall nevertheless\nindemnify Indemnitee for the portion of such Expenses, judgments, fines or\npenalties to which Indemnitee is entitled.\n\n     15.  AGREEMENT NOT EXCLUSIVE: SUBROGATION RIGHTS ETC.  This Agreement shall\n          -----------------------------------------------                       \nnot be deemed exclusive of and shall not diminish any other rights Indemnitee\nmay have to be indemnified or insured by the Company, any subsidiary of the\nCompany or any other person or entity under any certificate of incorporation,\nby-law, agreement, policy of insurance, surety, vote of stockholders or\ndisinterested directors or otherwise, whether or not now in effect, and shall\ncontinue as to Indemnitee after Indemnitee has ceased to be a Director and shall\ninure to the benefit of Indemnitee's successors referred to in Section 17\nhereof.\n\n     In the event of payment under this Agreement, the Company shall be\nsubrogated to the extent of such payment to all of the rights of recovery of the\nIndemnitee, who shall execute all such papers and do all such things as may be\nnecessary or desirable to secure such rights.  The Company shall not be liable\nunder this Agreement to make any payment in connection with any claim made\nagainst the Indemnitee to the extent the Indemnitee has otherwise received\npayment (under any insurance policy, By-law or otherwise) of the amounts\notherwise indemnifiable hereunder.\n\n     16.  CONTINUATION OF INDEMNITY.  All agreements and obligations of the\n          -------------------------                                        \nCompany contained herein shall continue during the period Indemnitee is a\ndirector, officer, employee or agent of the Company (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) and shall\ncontinue thereafter so long as Indemnitee shall be subject to any possible claim\nor threatened, pending or completed action, suit or proceeding, whether civil,\ncriminal or investigative, by reason of the fact that Indemnitee was a Director\nof the Company or serving in any other capacity referred to herein.\n\n     17.  SUCCESSOR; BINDING AGREEMENT.  The Company shall require any successor\n          ----------------------------                                          \n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nall or substantially all of the business and\/or assets of the Company, by\nagreement in form and substance reasonably satisfactory to Indemnitee, expressly\nto assume and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform if no such succession had\ntaken place.\n\n     This Agreement shall inure to the benefit of and be enforceable by\nIndemnitee's personal or legal representatives, executors, administrators,\nsuccessors, heirs, devisee and legatees.  If Indemnitee should die while any\namounts would still be payable to Indemnitee hereunder if Indemnitee had\ncontinued to live, all such amounts, unless otherwise provided herein, shall be\npaid in accordance with the terms of this Agreement to Indemnitee's devisee,\nlegatees, or other designees, or if there be no such devisee, legatees or\ndesignees, to Indemnitee's estate.\n\n                                       7\n\n \n     18.  NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt of\n          ---------------------------------                           \nIndemnitee of notice of the commencement of any Claim, Indemnitee will, if a\nclaim in respect thereof is to be made against the Company under this Agreement,\nnotify the Company of the commencement thereof, but the omission so to notify\nthe Company will not relieve it from any liability which it may have to\nIndemnitee hereunder.  With respect to any such Claim as to which Indemnitee\nnotifies the Company of the commencement thereof.\n\n          (a)  The Company will be entitled to participate therein at its own\n               expense; and\n\n          (b)  Except as otherwise provided below, to the extent that it may\n               wish, the Company jointly with any other indemnifying party\n               similarly notified will be entitled to assume the defense\n               thereof, with counsel satisfactory to Indemnitee.  After notice\n               from the Company to Indemnitee of its election so to assume the\n               defense thereof, the Company will not be liable to Indemnitee\n               under this Agreement for any legal or other expenses subsequently\n               incurred by Indemnitee in connection with the defense thereof\n               other than reasonable costs of investigation or as otherwise\n               provided below.  Indemnitee shall have the right to employ its\n               own counsel with respect to such Claim, but the fees and expenses\n               of such counsel incurred after notice from the Company of its\n               assumption of the defense thereof with counsel satisfactory to\n               Indemnitee shall be at the expense of Indemnitee unless (i) the\n               employment of counsel by Indemnitee has been authorized by the\n               Company (ii) Indemnitee shall have reasonably concluded that\n               there may be a conflict of interest between the Company and\n               Indemnitee in the conduct of the defense of such Claim, or (iii)\n               the Company shall not in fact have employed counsel to assume the\n               defense of such Claim, in each of which cases the fees and\n               expenses of counsel for the Indemnitee shall be paid immediately\n               by the Company.  The Company shall not be entitled to assume the\n               defense of any Claim brought by or on behalf of the Company or as\n               to which Indemnitee shall have made the conclusion provided for\n               in (ii) above; and\n\n          (c)  The Company shall not be liable to indemnify the Indemnitee under\n               his Agreement for any amounts paid in settlement of any Claim\n               effected without its written consent.  The Company shall not\n               settle any Claim in  any manner which would impose any penalty or\n               limitation on Indemnitee without Indemnitee's written consent.\n               Neither the Company nor Indemnitee will unreasonably withhold\n               their consent to any proposed settlement.\n\n     19.  ENFORCEMENT. The Company expressly confirms and agrees that it has\n          -----------                                                       \nentered into this Agreement and assumed the obligations imposed on the Company\nhereby in order to induce Indemnitee to continue as a Director of the Company,\nand acknowledges that Indemnitee is relying upon this Agreement in continuing in\nsuch capacity.\n\n                                       8\n\n \n     20.  SEPARABILITY.  Each of the provisions of this Agreement is a separate\n          ------------                                                         \nand distinct agreement and independent of the others, so that if any provision\nhereof shall be held to be invalid or unenforceable for any reason; such\ninvalidity or unenforceability shall not affect the validity or enforceability\nof the provisions hereof, which other provisions shall remain in full force and\neffect.\n\n     21.  MISCELLANEOUS.  No provisions of this Agreement may be modified,\n          -------------                                                   \nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing signed by Indemnitee and either the Company's Chief Executive Officer\nor another officer of the Company specifically designated by the Board of\nDirectors.  No waiver by either party hereto at any time of any breach by the\nother party hereto of, or of compliance with, any condition or provision of this\nAgreement to be performed by such other party shall be deemed a waiver of\nsimilar or dissimilar provisions or conditions at the same or at any prior or\nsubsequent time.  No agreements or representations, oral or otherwise, express\nor implied, with respect to the subject matter hereof have been made by either\nparty which are not set forth expressly in this Agreement.  The validity,\ninterpretation, construction and performance of this Agreement shall be governed\nby the laws of the State of Delaware, without giving effect to the principals of\nconflicts of laws thereof.\n\n     22.  NOTICES.  For the purposes of this Agreement, notices and all other\n          -------                                                            \ncommunications provided for in the Agreement shall be in writing and shall be\ndeemed to have been duly given when delivered or mailed by United States\nregistered mail, return receipt requests, postage prepaid as follows:\n\n     If to Indemnitee:\n\n \n\n\n\n     If to the Company:\n\n     CMG Information Services, Inc.\n     100 Brickstone Square\n     1st Floor\n     Andover, MA  01810\n\n     With a copy to Counsel:\n\n     William Williams II, Esquire\n     Palmer &amp; Dodge LLP\n     One Beacon Street\n     Boston, MA  02108\n\nor to such other address as either party may have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n                                       9\n\n \n  23.  COUNTERPARTS. This Agreement may be executed in one or more counterparts,\n       ------------                                                             \neach of which shall be deemed to be an original but all of which together shall\nconstitute one and the same instrument.\n\n  24.  EFFECTIVENESS.  This Agreement shall be effective as of the date it is\n       -------------                                                         \nexecuted.\n\n  IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed\nas of the day and year first above written.\n\n\n                                        CMG INFORMATION SERVICES, INC.\n\n                                        By:\n                                           ---------------------------------\n                                        Title:\n\n\n \n                                        Indemnitee\n\n                                       10\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7128],"corporate_contracts_industries":[9417],"corporate_contracts_types":[9553,9557],"class_list":["post-40796","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cmgi-inc","corporate_contracts_industries-financial__holding","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\/40796","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=40796"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40796"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40796"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40796"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}