{"id":40811,"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-juniper-networks-inc-and-michael.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-juniper-networks-inc-and-michael","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-juniper-networks-inc-and-michael.html","title":{"rendered":"Indemnification Agreement &#8211; Juniper Networks Inc. and Michael Thurk"},"content":{"rendered":"<pre>\n\n                             JUNIPER NETWORKS, INC.\n                            INDEMNIFICATION AGREEMENT\n\n\n\n         This Indemnification Agreement ('AGREEMENT') is entered into effective\nas of the ____ day of ____________, 1999 by and between Juniper Networks, Inc.,\na Delaware corporation (the 'COMPANY') and Michael Thurk ('INDEMNITEE').\n\n                                    RECITALS\n\n         A. The Company and Indemnitee recognize the continued difficulty in\nobtaining liability insurance for its directors, officers, employees, agents and\nfiduciaries, the significant increases in the cost of such insurance and the\ngeneral reductions in the coverage of such insurance.\n\n         B. The Company and Indemnitee further recognize the substantial\nincrease in corporate litigation in general, subjecting directors, officers,\nemployees, agents and fiduciaries to expensive litigation risks at the same time\nas the availability and coverage of liability insurance has been severely\nlimited.\n\n         C. Indemnitee does not regard the current protection available as\nadequate under the present circumstances, and Indemnitee and other directors,\nofficers, employees, agents and fiduciaries of the Company may not be willing to\ncontinue to serve in such capacities without additional protection.\n\n         D. The Company desires to attract and retain the services of highly\nqualified individuals, such as Indemnitee, to serve the Company and, in part, in\norder to induce Indemnitee to continue to provide services to the Company,\nwishes to provide for the indemnification and advancing of expenses to\nIndemnitees to the maximum extent permitted by law.\n\n         E. In view of the considerations set forth above, the Company desires\nthat Indemnitee be indemnified by the Company as set forth herein.\n\n         NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:\n\n         1. Indemnification.\n\n                  (a) Indemnification of Expenses. The Company shall indemnify\nto the fullest extent permitted by law if Indemnitee was or is or becomes a\nparty to or witness or other participant in, or are threatened to be made a\nparty to or witness or other participant in, any threatened, pending or\ncompleted action, suit, proceeding or alternative dispute resolution mechanism,\nor any hearing, inquiry or investigation that Indemnitee in good faith believe\nmight lead to the institution of any such action, suit, proceeding or\nalternative dispute resolution mechanism, whether civil, criminal,\nadministrative, investigative or other (hereinafter a 'CLAIM') by reason of (or\narising in part out of) any event or occurrence related to the fact that\nIndemnitee is or was a director, officer, employee, agent or fiduciary of the\nCompany, or any subsidiary of the Company, or is or was serving at the request\nof the Company\n\n\n\n\n\n\nas a director, officer, employee, agent or fiduciary of another corporation,\npartnership, joint venture, trust or other enterprise, or by reason of any\naction or inaction on the part of Indemnitee while serving in such capacity\n(hereinafter an 'INDEMNIFIABLE EVENT') against any and all expenses (including\nattorneys' fees and all other costs, expenses and obligations incurred in\nconnection with investigating, defending, being a witness in or participating in\n(including on appeal), or preparing to defend, be a witness in or participate\nin, any such action, suit, proceeding, alternative dispute resolution mechanism,\nhearing, inquiry or investigation), judgments, fines, penalties and amounts paid\nin settlement (if such settlement is approved in advance by the Company, which\napproval shall not be unreasonably withheld) of such Claim and any federal,\nstate, local or foreign taxes imposed on Indemnitees as a result of the actual\nor deemed receipt of any payments under this Agreement (collectively,\nhereinafter 'EXPENSES'), including all interest, assessments and other charges\npaid or payable in connection with or in respect of such Expenses. Such payment\nof Expenses shall be made by the Company as soon as practicable but in any event\nno later than twenty days after written demand by Indemnitees therefor is\npresented to the Company.\n\n                  (b) Reviewing Party. Notwithstanding the foregoing, (i) the\nobligations of the Company under Section 1(a) shall be subject to the condition\nthat the Reviewing Party (as described in Section 10(e) hereof) shall not have\ndetermined (in a written opinion, in any case in which the Independent Legal\nCounsel referred to in Section 1(c) hereof is involved) that Indemnitee would\nnot be permitted to be indemnified under applicable law, and (ii) the obligation\nof the Company to make an advance payment of Expenses to Indemnitee pursuant to\nSection 2(a) (an 'EXPENSE ADVANCE') shall be subject to the condition that, if,\nwhen and to the extent that the Reviewing Party determines that Indemnitee would\nnot be permitted to be so indemnified under applicable law, the Company shall be\nentitled to be reimbursed by Indemnitee (who hereby agree to reimburse the\nCompany) for all such amounts theretofore paid; provided, however, that if\nIndemnitee has commenced or thereafter commence legal proceedings in a court of\ncompetent jurisdiction to secure a determination that Indemnitee should be\nindemnified under applicable law, any determination made by the Reviewing Party\nthat Indemnitee would not be permitted to be indemnified under applicable law\nshall not be binding and Indemnitee shall not be required to reimburse the\nCompany for any Expense Advance until a final judicial determination is made\nwith respect thereto (as to which all rights of appeal therefrom have been\nexhausted or lapsed). The Indemnitee's obligation to reimburse the Company for\nany Expense Advance shall be unsecured and no interest shall be charged thereon.\nIf there has not been a Change in Control (as defined in Section 10(c) hereof),\nthe Reviewing Party shall be selected by the Board of Directors, and if there\nhas been such a Change in Control (other than a Change in Control which has been\napproved by a majority of the Company's Board of Directors who were directors\nimmediately prior to such Change in Control), the Reviewing Party shall be the\nIndependent Legal Counsel referred to in Section 1(c) hereof. If there has been\nno determination by the Reviewing Party or if the Reviewing Party determines\nthat Indemnitee substantively would not be permitted to be indemnified in whole\nor in part under applicable law, Indemnitee shall have the right to commence\nlitigation seeking an initial determination by the court or challenging any such\ndetermination by the Reviewing Party or any aspect thereof, including the legal\nor factual bases therefor, and the Company hereby consents to service of process\nand to appear in any such proceeding. Any determination by the Reviewing Party\notherwise shall be conclusive and binding on the Company and Indemnitee.\n\n\n\n\n                                       -2-\n\n\n\n                  (c) Change in Control. The Company agrees that if there is a\nChange in Control of the Company (other than a Change in Control which has been\napproved by a majority of the Company's Board of Directors who were directors\nimmediately prior to such Change in Control) then, with respect to all matters\nthereafter arising concerning the rights of Indemnitees to payments of Expenses\nand Expense Advances under this Agreement or any other agreement or under the\nCompany's Certificate of Incorporation or Bylaws as now or hereafter in effect,\nIndependent Legal Counsel (as defined in Section 10(d) hereof) shall be selected\nby Indemnitees and approved by the Company (which approval shall not be\nunreasonably withheld). Such counsel, among other things, shall render its\nwritten opinion to the Company and Indemnitee as to whether and to what extent\nIndemnitee would be permitted to be indemnified under applicable law and the\nCompany agrees to abide by such opinion. The Company agrees to pay the\nreasonable fees of the Independent Legal Counsel referred to above and to fully\nindemnify such counsel against any and all expenses (including attorneys' fees),\nclaims, liabilities and damages arising out of or relating to this Agreement or\nits engagement pursuant hereto.\n\n                  (d) Mandatory Payment of Expenses. Notwithstanding any other\nprovision of this Agreement other than Section 9 hereof, to the extent that\nIndemnitee has been successful on the merits or otherwise, including, without\nlimitation, the dismissal of an action without prejudice, in defense of any\naction, suit, proceeding, inquiry or investigation referred to in Section (1)(a)\nhereof or in the defense of any claim, issue or matter therein, Indemnitee shall\nbe indemnified against all Expenses incurred by Indemnitee in connection\ntherewith.\n\n         2. Expenses; Indemnification Procedure.\n\n                  (a) Advancement of Expenses. The Company shall advance all\nExpenses incurred by Indemnitee. The advances to be made hereunder shall be paid\nby the Company to Indemnitee as soon as practicable but in any event no later\nthan twenty days after written demand by Indemnitee therefor to the Company.\n\n                  (b) Notice\/Cooperation by Indemnitee. Indemnitee shall, as a\ncondition precedent to Indemnitee's right to be indemnified under this\nAgreement, give the Company notice in writing as soon as practicable of any\nClaim made against Indemnitee for which indemnification will or could be sought\nunder this Agreement. Notice to the Company shall be directed to the Chief\nExecutive Officer of the Company at the address shown on the signature page of\nthis Agreement (or such other address as the Company shall designate in writing\nto Indemnitee). In addition, Indemnitee shall give the Company such information\nand cooperation as it may reasonably require and as shall be within Indemnitee's\npower.\n\n                  (c) No Presumptions; Burden of Proof. For purposes of this\nAgreement, the termination of any Claim by judgment, order, settlement (whether\nwith or without court approval) or conviction, or upon a plea of nolo\ncontendere, or its equivalent, shall not create a presumption that Indemnitee\ndid not meet any particular standard of conduct or have any particular belief or\nthat a court has determined that indemnification is not permitted by applicable\nlaw. In addition, neither the failure of the Reviewing Party to have made a\ndetermination as to whether Indemnitee has met any particular standard of\nconduct or had any particular belief, nor an actual determination by the\nReviewing Party that Indemnitee has not met such standard of conduct or did not\nhave such belief, prior to the commencement\n\n\n\n\n                                      -3-\n\n\nof legal proceedings by Indemnitee to secure a judicial determination that\nIndemnitee should be indemnified under applicable law, shall be a defense to\nIndemnitee's claim or create a presumption that Indemnitee has not met any\nparticular standard of conduct or did not have any particular belief. In\nconnection with any determination by the Reviewing Party or otherwise as to\nwhether Indemnitee is entitled to be indemnified hereunder, the burden of proof\nshall be on the Company to establish that Indemnitee is not so entitled.\n\n                  (d) Notice to Insurers. If, at the time of the receipt by the\nCompany of a notice of a Claim pursuant to Section 2(b) hereof, the Company has\nliability insurance in effect which may cover such Claim, the Company shall give\nprompt notice of the commencement of such Claim to the insurers in accordance\nwith the procedures set forth in the respective policies. The Company shall\nthereafter take all necessary or desirable action to cause such insurers to pay,\non behalf of Indemnitee, all amounts payable as a result of such action, suit,\nproceeding, inquiry or investigation in accordance with the terms of such\npolicies.\n\n                  (e) Selection of Counsel. In the event the Company shall be\nobligated hereunder to pay the Expenses of any Claim, the Company shall be\nentitled to assume the defense of such Claim with counsel approved by\nIndemnitee, which approval shall not be unreasonably withheld, upon the delivery\nto Indemnitee of written notice of its election so to do. After delivery of such\nnotice, approval of such counsel by Indemnitee and the retention of such counsel\nby the Company, the Company will not be liable to Indemnitee under this\nAgreement for any fees of counsel subsequently incurred by Indemnitee with\nrespect to the same Claim; provided that, (i) Indemnitee shall have the right to\nemploy Indemnitee's counsel in any such Claim at Indemnitee's expense and (ii)\nif (A) the employment of counsel by Indemnitee has been previously authorized by\nthe Company, (B) Indemnitee shall have reasonably concluded that there is a\nconflict of interest between the Company and Indemnitee in the conduct of any\nsuch defense, or (C) the Company shall not continue to retain such counsel to\ndefend such Claim, then the fees and expenses of Indemnitee's counsel shall be\nat the expense of the Company. The Company shall have the right to conduct such\ndefense as it sees fit in its sole discretion, including the right to settle any\nclaim against Indemnitee without the consent of the Indemnitee.\n\n         3. Additional Indemnification Rights; Nonexclusivity.\n\n                  (a) Scope. The Company hereby agrees to indemnify Indemnitee\nto the fullest extent permitted by law, notwithstanding that such\nindemnification is not specifically authorized by the other provisions of this\nAgreement, the Company's Certificate of Incorporation, the Company's Bylaws or\nby statute. In the event of any change after the date of this Agreement in any\napplicable law, statute or rule which expands the right of a Delaware\ncorporation to indemnify a member of its Board of Directors or an officer,\nemployee, agent or fiduciary, it is the intent of the parties hereto that\nIndemnitee shall enjoy by this Agreement the greater benefits afforded by such\nchange. In the event of any change in any applicable law, statute or rule which\nnarrows the right of a Delaware corporation to indemnify a member of its Board\nof Directors or an officer, employee, agent or fiduciary, such change, to the\nextent not otherwise required by such law, statute or rule to be applied to this\nAgreement, shall have no effect on this Agreement or the parties' rights and\nobligations hereunder except as set forth in Section 8(a) hereof.\n\n\n\n\n\n\n                                      -4-\n\n\n\n\n                  (b) Nonexclusivity. The indemnification provided by this\nAgreement shall be in addition to any rights to which Indemnitee may be entitled\nunder the Company's Certificate of Incorporation, its Bylaws, any agreement,\nany vote of stockholders or disinterested directors, the General Corporation Law\nof the State of Delaware, or otherwise. The indemnification provided under this\nAgreement shall continue as to Indemnitee for any action Indemnitee took or did\nnot take while serving in an indemnified capacity even though Indemnitee may\nhave ceased to serve in such capacity.\n\n         4. No Duplication of Payments. The Company shall not be liable under\nthis Agreement to make any payment in connection with any Claim made against\nIndemnitee to the extent Indemnitee has otherwise actually received payment\n(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise)\nof the amounts otherwise indemnifiable hereunder.\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 Expenses incurred in connection with any Claim, but not, however, for\nall of the total amount thereof, the Company shall nevertheless indemnify\nIndemnitee for the portion of such Expenses to which Indemnitee is 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, officers, employees, agents or\nfiduciaries under this Agreement or otherwise. Indemnitee understands and\nacknowledges that the Company has undertaken or may be required in the future to\nundertake with the Securities and Exchange Commission to submit the question of\nindemnification to a court in certain circumstances for a determination of the\nCompany's right under public policy to indemnify Indemnitee.\n\n         7. Liability Insurance. The Company shall, from time to time, make the\ngood faith determination whether or not it is practicable for the Company to\nobtain and maintain a policy or policies of insurance with reputable insurance\ncompanies providing the officers and directors of the Company with coverage for\nlosses from wrongful acts, or to ensure the Company's performance of its\nindemnification obligations under this Agreement. Among other considerations,\nthe Company will weigh the costs of obtaining such insurance coverage against\nthe protection afforded by such coverage. In all policies of directors' and\nofficers' liability insurance, Indemnitee shall be named as an insured in such a\nmanner as to provide Indemnitee the same rights and benefits as are accorded to\nthe most favorably insured of the Company's directors, if Indemnitee is a\ndirector; or of the Company's officers, if Indemnitee is not a director of the\nCompany but is an officer; or of the Company's key employees, if Indemnitee is\nnot an officer or director but is a key employee. Notwithstanding the foregoing,\nthe Company shall have no obligation to obtain or maintain such insurance if the\nCompany determines in good faith that such insurance is not reasonably\navailable, if the premium costs for such insurance are disproportionate to the\namount of coverage provided, if the coverage provided by such insurance is\nlimited by exclusions so as to provide an insufficient benefit, or if Indemnitee\nis covered by similar insurance maintained by a subsidiary or parent of the\nCompany.\n\n\n\n\n                                      -5-\n\n\n\n\n         8. 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) Excluded Action or Omissions. To indemnify Indemnitee for\nExpenses resulting from acts, omissions or transactions for which Indemnitee is\nprohibited from receiving indemnification under this Agreement or applicable\nlaw;\n\n                  (b) Claims Initiated by Indemnitee. To indemnify or advance\nexpenses to Indemnitee with respect to Claims initiated or brought voluntarily\nby Indemnitee and not by way of defense, except (i) with respect to actions or\nproceedings brought to establish or enforce a right to indemnification under\nthis Agreement or any other agreement or insurance policy or under the Company's\nCertificate of Incorporation or Bylaws now or hereafter in effect relating to\nClaims for Indemnifiable Events, (ii) in specific cases if the Board of\nDirectors has approved the initiation or bringing of such Claim, or (iii) as\notherwise required under Section 145 of the Delaware General Corporation Law,\nregardless of whether Indemnitee ultimately is determined to be entitled to such\nindemnification, advance expense payment or insurance recovery, as the case may\nbe;\n\n                  (c) Lack of Good Faith. To indemnify Indemnitee for any\nexpenses incurred by 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 Indemnitee\nin such proceeding was not made in good faith or was frivolous; or\n\n                  (d) Claims Under Section 16(b). To indemnify Indemnitee for\nexpenses and the payment of profits arising from the purchase and sale by\nIndemnitee of securities in violation of Section 16(b) of the Securities\nExchange Act of 1934, as amended, or any similar successor statute.\n\n         9. Period of Limitations. No legal action shall be brought and no cause\nof action shall be asserted by or in the right of the Company against\nIndemnitee, Indemnitee'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         10. Construction of Certain Phrases.\n\n                  (a) For purposes of this Agreement, references to the\n'Company' shall include, in addition to the resulting corporation, any\nconstituent corporation (including any constituent of a consti tuent) absorbed\nin a consolidation or merger which, if its separate existence had continued,\nwould have had power and authority to indemnify its directors, officers,\nemployees, agents or fiduciaries, so that if Indemnitee is or was a director,\nofficer, employee, agent or fiduciary of such constituent corporation, or is or\nwas serving at the request of such constituent corporation as a director,\nofficer, employee, agent or fiduciary of another corporation, partnership, joint\nventure, employee benefit plan, trust or other enterprise, Indemnitee shall\nstand in the same position under the provisions of this Agreement with\n\n\n\n                                      -6-\n\n\nrespect to the resulting or surviving corporation as Indemnitee would have with\nrespect to such constituent corporation if its separate existence had continued.\n\n                  (b) For purposes of this Agreement, references to 'other\nenterprises' shall include employee benefit plans; references to 'fines' shall\ninclude any excise taxes assessed on Indemnitee with respect to an employee\nbenefit plan; and references to 'serving at the request of the Company' shall\ninclude any service as a director, officer, employee, agent or fiduciary of the\nCompany which imposes duties on, or involves services by, such director,\nofficer, employee, agent or fiduciary with respect to an employee benefit plan,\nits participants or its beneficiaries; and if Indemnitee acted in good faith and\nin a 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                  (c) For purposes of this Agreement a 'Change in Control' shall\nbe deemed to have occurred if, on or after the date of this Agreement, (i) any\n'person' (as such term is used in Sections 13(d) and 14(d) of the Securities\nExchange Act of 1934, as amended), other than a trustee or other fiduciary\nholding securities under an employee benefit plan of the Company acting in such\ncapacity or a corporation owned directly or indirectly by the stockholders of\nthe Company in substantially the same proportions as their ownership of stock of\nthe Company, becomes the 'beneficial owner' (as defined in Rule 13d-3 under said\nAct), directly or indirectly, of securities of the Company representing more\nthan 50% of the total voting power represented by the Company's then outstanding\nVoting Securities, (ii) during any period of two consecutive years, individuals\nwho at the beginning of such period constitute the Board of Directors of the\nCompany and any new director whose election by the Board of Directors or\nnomination for election by the Company's stockholders was approved by a vote of\nat least two thirds (2\/3) of the directors then still in office who either were\ndirectors at the beginning of the period or whose election or nomination for\nelection was previously so approved, cease for any reason to constitute a\nmajority thereof, or (iii) the stockholders of the Company approve a merger or\nconsolidation of the Company with any other corporation other than a merger or\nconsolidation which would result in the Voting Securities of the Company\noutstanding immediately prior thereto continuing to represent (either by\nremaining outstanding or by being converted into Voting Securities of the\nsurviving entity) at least 80% of the total voting power represented by the\nVoting Securities of the Company or such surviving entity outstanding\nimmediately after such merger or consolidation, or the stockholders of the\nCompany approve a plan of complete liquidation of the Company or an agreement\nfor the sale or disposition by the Company of (in one transaction or a series of\nrelated transactions) all or substantially all of the Company's assets.\n\n                  (d) For purposes of this Agreement, 'Independent Legal\nCounsel' shall mean an attorney or firm of attorneys, selected in accordance\nwith the provisions of Section 1(c) hereof, who shall not have otherwise\nperformed services for the Company or Indemnitees within the last three years\n(other than with respect to matters concerning the rights of Indemnitees under\nthis Agreement, or of other indemnitees under similar indemnity agreements).\n\n\n\n\n\n                                      -7-\n\n\n\n                  (e) For purposes of this Agreement, a 'Reviewing Party' shall\nmean any appropriate person or body consisting of a member or members of the\nCompany's Board of Directors or any other person or body appointed by the Board\nof Directors who is not a party to the particular Claim for which Indemnitee are\nseeking indemnification, or Independent Legal Counsel.\n\n                  (f) For purposes of this Agreement, 'Voting Securities' shall\nmean any securities of the Company that vote generally in the election of\ndirectors.\n\n         11. Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall constitute an original.\n\n         12. Binding Effect; Successors and Assigns. This Agreement shall be\nbinding upon and inure to the benefit of and be enforceable by the parties\nhereto and their respective successors, assigns, including any direct or\nindirect successor by purchase, merger, consolidation or otherwise to all or\nsubstantially all of the business and\/or assets of the Company, spouses, heirs,\nand personal and legal representatives. The Company shall require and cause any\nsuccessor (whether direct or indirect by purchase, merger, consolidation or\notherwise) to all, substantially all, or a substantial part, of the business\nand\/or assets of the Company, by written agreement in form and substance\nsatisfactory to Indemnitee, expressly to assume and agree to perform this\nAgreement in the same manner and to the same extent that the Company would be\nrequired to perform if no such succession had taken place. This Agreement shall\ncontinue in effect with respect to Claims relating to Indemnifiable Events\nregardless of whether Indemnitee continues to serve as a director, officer,\nemployee, agent or fiduciary of the Company or of any other enterprise at the\nCompany's request.\n\n         13. Attorneys' Fees. In the event that any action is instituted by\nIndemnitee under this Agreement or under any liability insurance policies\nmaintained by the Company to enforce or interpret any of the terms hereof or\nthereof, Indemnitee shall be entitled to be paid all Expenses incurred by\nIndemnitee with respect to such action, regardless of whether Indemnitee is\nultimately successful in such action, and shall be entitled to the advancement\nof Expenses with respect to such action, unless, as a part of such action, a\ncourt of competent jurisdiction over such action determines that each of the\nmaterial assertions made by Indemnitee as a basis for such action was not made\nin good faith or was frivolous. In the event of an action instituted by or in\nthe name of the Company under this Agreement to enforce or interpret any of the\nterms of this Agreement, Indemnitee shall be entitled to be paid all Expenses\nincurred by Indemnitee in defense of such action (including costs and expenses\nincurred with respect to Indemnitee's counterclaims and cross-claims made in\nsuch action), and shall be entitled to the advancement of Expenses with respect\nto such action, unless, as a part of such action, a court having jurisdiction\nover such action determines that each of Indemnitee's material defenses to such\naction was made in bad faith or was frivolous.\n\n         14. Notice. All notices and other communications required or permitted\nhereunder shall be in writing, shall be effective when given, and shall in any\nevent be deemed to be given (a) five (5) days after deposit with the U.S. Postal\nService or other applicable postal service, if delivered by first class mail,\npostage prepaid, (b) upon delivery, if delivered by hand, (c) one business day\nafter the business day of deposit with Federal Express or similar overnight\ncourier, freight prepaid, or (d) one day after the\n\n\n\n                                      -8-\n\n\nbusiness day of delivery by facsimile transmission, if delivered by facsimile\ntransmission, with copy by first class mail, postage prepaid, and shall be\naddressed if to Indemnitee, at the Indemnitee's address as set forth beneath\nIndemnitee's signature to this Agreement and if to the Company at the address of\nits principal corporate offices (attention: Secretary) or at such other address\nas such party may designate by ten days' advance written notice to the other\nparty hereto.\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 commenced, prosecuted and continued only in the Court of\nChancery of the State of Delaware in and for New Castle County, which shall be\nthe exclusive and only proper forum for adjudicating such a claim.\n\n         16. Severability. The provisions of this Agreement shall be severable\nin the event that any of the provisions hereof (including any provision within a\nsingle section, paragraph or sentence) are held by a court of competent\njurisdiction to be invalid, void or otherwise unenforceable, and the remaining\nprovisions shall remain enforceable to the fullest extent permitted by law.\nFurthermore, to the fullest extent possible, the provisions of this Agreement\n(including, without limitations, each portion of this Agreement containing any\nprovision held to be invalid, void or otherwise unenforceable, that is not\nitself invalid, void or unenforceable) shall be construed so as to give effect\nto the intent manifested by the provision held invalid, illegal or\nunenforceable.\n\n         17. Choice of Law. This Agreement shall be governed by and its\nprovisions construed and enforced in accordance with the laws of the State of\nDelaware, as applied to contracts between Delaware residents, entered into and\nto be performed entirely within the State of Delaware, without regard to the\nconflict of laws principles thereof.\n\n         18. Subrogation. In the event of payment under this Agreement, the\nCompany shall be subrogated to the extent of such payment to all of the rights\nof recovery 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\nor cancellation of this Agreement shall be effective unless it is in writing\nsigned by both 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 waiver constitute a continuing\nwaiver.\n\n         20. Integration and Entire Agreement. This Agreement sets forth the\nentire understanding between the parties hereto and supersedes and merges all\nprevious written and oral negotiations, commitments, understandings and\nagreements relating to the subject matter hereof between the parties hereto.\n\n\n\n\n\n                                      -9-\n\n\n         21. No Construction as Employment Agreement. Nothing contained in this\nAgreement shall be construed as giving Indemnitee any right to be retained in\nthe employ of the Company or any of its subsidiaries.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n                                           JUNIPER NETWORKS, INC.\n                                           a Delaware corporation\n\n\n                                           By: ________________________________\n                                                      (signature)\n\n                                           Name: ______________________________\n\n                                           Title:______________________________\n\n                                           Address:   385 Ravendale Drive\n                                                      Mountain View, CA  94043\n\nAGREED TO AND ACCEPTED BY:\n\n\n\n\n______________________________\n\n\nAddress:  ______________________________\n          ______________________________\n\n\n\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":[7951],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9553,9557],"class_list":["post-40811","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-juniper-networks-inc","corporate_contracts_industries-technology__networking","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\/40811","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=40811"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40811"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40811"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40811"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}