Indemnificiation Agreement

英语合同范本词汇有哪些1. "Agreement"（协议、协定）：这是合同最常用的表述之一，如 "This Agreement is made and entered into"（本协议订立并生效）2. "Contract"（合同）：例如 "The Contract shall be governed "（本合同应受管辖）3. "Party"（方）：用来指代合同中的各方，如 "Party A"（甲方）、"Party B"（乙方）4. "Term"（条款、期限）："The term of this contract is"（本合同的期限为）5. "Obligation"（义务、责任）："Each party has the obligation to"（各方均有义务）6. "Representation and Warranty"（陈述与保证）：表明各方所做的陈述和提供的保证7. "Confidentiality"（保密性）：涉及合同中关于保密的规定8. "Indemnification"（赔偿、补偿）：如 "Party A shall indemnify Party B for"（甲方应就向乙方赔偿）9. "Force Majeure"（不可抗力）：通常指无法预见、避免和克服的客观情况10. "Governing Law"（管辖法律）：指明合同适用的法律11. "Arbitration"（仲裁）：如 "In the event of a dispute, arbitration shall be the preferred method of resolution."（如有争议，仲裁应是首选的解决方式）12. "Notice"（通知）：关于通知的方式、期限等规定13. "Assignment"（转让）：例如 "The rights and obligations under this contract may not be assigned without the consent of the other party."（未经另一方同意，本合同项下的权利和义务不得转让）14. "Amendment"（修订、修改）："This contract may be amended only written agreement of both parties."（本合同仅可通过双方的书面协议进行修改）这些词汇在英语合同中经常出现，但具体的使用和含义会根据合同的具体内容和上下文而有所不同。

Indemnification Agreement [Director]补偿协议-THIS AGREEMENT is made and entered into this _________(M,D,Y) between AAA, Inc., a _________(PLACENAME) corporation ( Corporation ), whose address is _________ and _________ ( Director ), whose address is _________.RECITALS:A. WHEREAS, Director, a member of the Board of Directors of Corporation (the Board ), performs a valuable service in such capacity for Corporation; andB. WHEREAS, the stockholders of Corporation have adopted Bylaws (the Bylaws ) providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (the Law andC. WHEREAS, the Bylaws and the Law, as amended and in effect from time to time or any successor or other statutes of _________(PLACENAME) having similar import and effect, currently purport to be the controlling law governing Corporation with respect to certain aspects of corporate law, including indemnification of directors and officers; andD. WHEREAS, in accordance with the authorization provided by the Law, Corporation may from time to time purchase and maintain a policy or policies of BBB Insurance ( BBB Insurance ), covering certain liabilities which may be incurred by its directors and officers in the performance of services as directors and officers of Corporation; andE. WHEREAS, as a result of developments affecting the terms, scope and availability of BBB Insurance there exists general uncertainty as to the extent and overall desirability of protection afforded members of the Board of Directors by such BBB Insurance, if any, and by statutory and bylaw indemnification provisions; andF. WHEREAS, in order to induce Director to continue to serve as a member of the Board, Corporation has determined and agreed to enter into this contract with Director.NOW, THEREFORE, in consideration of Director’s continued service as a director after the date hereof, the parties hereto agree as follows:1. CERTAIN DEFINITIONS. The following terms used in this Agreement shall have the meanings set forth below. Other terms are defined where appropriate in this Agreement.(a) DISINTERESTED DIRECTOR shall mean a director of Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Director.(b) EXPENSES shall include all direct and indirect costs (including, without limitation, attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or out-of-pocket expenses and reasonable compensation for time spent by Director for which he or she is otherwise not compensated by Corporation) actually and reasonably incurred in connection with a Proceeding or establishing or enforcing a right to indemnification under thisAgreement, applicable law or otherwise; provided, however, that Expenses shall not include any Liabilities.(c) FINAL ADVERSE DETERMINATION shall mean that a determination that Director is not entitled to indemnification shall have been made pursuant to Section 5hereof and either (i) a final adjudication in a _________(PLACENAME) court or decision of an arbitrator pursuant to Section 13(a) hereof shall have denied Director’s right to indemnification hereunder, or (ii) Director shall have failed to file a complaint in a _________(PLACENAME) court or seek an arbitrat or’s award pursuant to Section 13(a) for a period of one hundred twenty (120) days after the determination made pursuant to Section 5 hereof.(d) INDEPENDENT LEGAL COUNSEL shall mean a law firm or member of a law firm selected by Corporation and approved by Director (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent: (i) Corporation, in any material matter, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Legal Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Corporation orDirector in a Proceeding to determine Director’s right to indemnification under this Agreement.(e) LIABILITIES shall mean liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, and penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any proceeding.(f) PROCEEDING shall mean any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom.(g) CHANGE OF CONTROL shall mean the occurrence of any of the following events after the date of this Agreement:(i) A change in the composition of the Board, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (1) had been directors of Corporation twenty-four (24)months prior to such change or (2) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of Corporation 24 months prior to such change and who were still in office at the time of the election or nomination; or(ii) Any person (as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing twenty percent (20%) or more of the combined voting power of Corporation’s then outstandin g securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the Capital Stock ), except that any change in ownership of Corporation’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of Corporation.2. INDEMNITY OF DIRECTOR. Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the Law, as may be amended fromtime to time.3. ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director:(a) against any and all Expenses in connection with any Proceeding (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and(b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3 hereof shall be paid by Corporation:(a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any BBB Insurance purchased and maintained by Corporation;(b) in respect of remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;(c) on account of any Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;(d) on account of a Final Adverse Determination that Director’s conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct;(e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director’s affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation;(f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or(g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.(a) Whenever Director believes that he or she is entitled to indemnification pursuant to this Agreement, Director shall submit a written request for indemnification to Corporation. Any request for indemnification shall include sufficient documentation orinformation reasonably available to Director to support his or her claim for indemnification. Director shall submit his or her claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Director requests indemnification. The President, Secretary or other appropriate officer shall, promptly upon receipt of Director’s request for indemnification, advise the Board in writing that Director has made such a request. Determination of Director’s entitlement to indemnification shall be made not later than ninety (90) days after Corporation’s receipt of his or her written request for such indemnification.(b) The Director shall be entitled to select the forum in which Director’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 5(a). This forum shall be any one of the following:(i) The stockholders of Corporation;(ii) A quorum of the Board consisting of Disinterested Directors;(iii) Independent Legal Counsel, who shall make the determination in a written opinion; or(iv) A panel of three arbitrators, one selected by Corporation, another by Director and the third by the first two arbitrators selected. If for any reason three arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select his or her replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Director fails to make such designation, his or her claim shall be determined by the forum selected by Corporation.6. PRESUMPTION AND EFFECT OF CERTAIN PROCEEDINGS. Upon making a request for indemnification, Director shall be presumed to be entitled to indemnification under this Agreement and Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement,arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as may be provided in Section 4 hereof, establish a presumption with regard to any factual matter relevant to determining Director’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant to Section 5(b) hereof shall have failed to make the requested determination within thirty (30) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable Corporation to determine Director’s entitlement to indemnification, the requisite determination that Director is entitled to indemnification shall be deemed to have been made.7. CONTRIBUTION. If the indemnification provided in Sections 2 and 3 is unavailable and may not be paid to Director for any reason other than those set forth in Section 4, then in respect of any Proceeding in which Corporation is or is alleged to be jointly liable with Director (or would be if joined in such Proceeding), Corporation shall contribute to the amount of Expenses and Liabilities paid or payable by Director in such proportion as is appropriate to reflect (i) the relative benefits received by Corporation on the one hand and Director on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault ofCorporation on the one hand and of Director on the other hand in connection with the events which resulted in such Expenses and Liabilities, as well as any other relevant equitable considerations. The relative fault of Corporation on the one hand and of Director on the other shall be determined by reference to, among other things, the parties’ relat ive intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities. Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.8. INSURANCE AND FUNDING. Corporation hereby represents and warrants that it shall purchase and maintain insurance to protect itself and/or Director against any Expenses and Liabilities in connection with any Proceeding to the fullest extent permitted by the Law.9. CONTINUATION OF OBLIGATIONS. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible Proceeding, by reason of the fact that Director was serving Corporation or such other entity in any capacity referred to herein.10. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by Director of notice of the commencement of any Proceeding, Director will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any Proceeding as to which Director notifies Corporation of the commencement thereof:(a) Corporation will be entitled to participate therein at its own expense;(b) Except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Director. After notice fromCorporation to Director of its election to assume the defense thereof, Corporation will not be liable to Director under this Agreement for any Expenses subsequently incurred by Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Director shall have the right to employ his or her own counsel in such Proceeding but the Expenses associated with the employment of such counsel incurred after notice from Corporation of its assumption of the defense thereof shall be at the expense of Director unless(i) the employment of counsel by Director has been authorized by Corporation,(ii) Director shall have reasonably concluded that there may be a conflict of interest between Corporation and Director in the conduct of the defense of such Proceeding or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the Expenses of Director’s separate counsel shall be at the expense of Corporation. Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of Corporation or as to which Director shall have made the conclusion provided for in (ii) above; and(c) Provided there has been no Change of Control, Corporation shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld. Corporation shall be permitted to settle any Proceeding except that it shall not settle any Proceeding in any manner which would impose any penalty, out-of-pocket liability, or limitation on Directo r without Director’s written consent.11. ADV ANCEMENT AND REPAYMENT OF EXPENSES.(a) In the event that Director employs his or her own counsel pursuant to Section 10(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any Proceeding any and all Expenses incurred in investigating or defending any such Proceeding within ten (10) days after receiving copies of invoices presented to Director for such Expenses.(b) Director agrees that Director will reimburse Corporation for all Expenses paid by Corporation in defending any Proceeding against Director in the event and only to the extent that there has been a Final Adverse Determination that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, tobe indemnified by Corporation for such Expenses.12. REMEDIES OF DIRECTOR.(a) In the event that (i) a determination pursuant to Sectionhereof is made that Director is not entitled to indemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, or (iv) Director otherwise seeks enforcement of this Agreement, Director shall be entitled to a final adjudication in an appropriate court of his or her rights. Alternatively, Director at his or her option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association now in effect, whose decision is to be made within ninety (90) days following the filing of the demand for arbitration. The Corporation shall not oppose Director’s right to seek any such adjudication or arbitration award.(b) In the event that a determination that Director is not entitled to indemnification, in whole or in part, has been made pursuant to Sectionhereof, the decision in the judicial proceeding or arbitration provided in paragraph (a) of this Section 12 shall be made de novoand Director shall not be prejudiced by reason of a determination that he or she is not entitled to indemnification.(c) If a determination that Director is entitled to indemnification has been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, Corporation shall be bound by such determination in the absence of (i) a misrepresentation of a material fact by Director or (ii) a specific finding (which has become final) by an appropriate court that all or any part of such indemnification is expressly prohibited by law.(d) In any court proceeding pursuant to this Section 12, Corporation shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.(e) Expenses reasonably incurred by Director in connection with his or her request for indemnification under this Agreement, meeting enforcement of this Agreement or to recover damages for breach of this Agreement shall be borne by Corporation.(f) Corporation and Director agree herein that a monetary remedy for breach of this Agreement, at some later date, will be inadequate, impracticable and difficult to prove, and further agree that such breach would cause Director irreparable harm. Accordingly, Corporation and Director agree that Director shall be entitled to temporary and permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. The Corporation and Director further agree that Director shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Corporation, and Corporation acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court.13. ENFORCEMENT. Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Corporation hereby in order to induce Director to continue as a director of Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.14. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any or all of the provisions hereof shall be held to be invalid or unenforceable to any extent for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof, or the obligation of the Corporation to indemnify the Director to the full extent provided by the Bylaws or the Law, and the affected provision shall be construed and enforced so as to effectuate t he parties’ intent to the maximum extent possible.15. GOVERNING LAW. This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws of the State of _________(PLACENAME).16. CONSENT TO JURISDICTION. The Corporation and Director each irrevocably consent to jurisdiction of the courts of the State of _________(PLACENAME) for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any Proceeding instituted under this Agreement shall be brought only in the state courts of the State of _________(PLACENAME).17. BINDING EFFECT. This Agreement shall be binding upon Director and upon Corporation, its successors and assigns, and shall inure to the benefit of Director, his or her heirs, executors, administrators, personal representatives and assigns and to the benefit of Corporation, its successors and assigns.18. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties hereto and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein. This Agreement supersedes any and all agreements regarding indemnification heretofore entered into by the parties.19. AMENDMENT AND TERMINATION. No amendment, modification, waiver, termination or cancellation of this Agreement shall be effective for any purpose unless set forth in writing signed by both parties hereto.20. SUBROGATION. In the event of payment under this agreement, Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Director, who shall execute all documents required and shall do all acts that may benecessary to secure such rights and to enable Corporation effectively to bring suit to enforce such rights.21. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Director by this Agreement shall not be exclusive of any other right which Director may have or hereafter acquire under any statute, provision of Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.22. SURVIV AL OF RIGHTS. The rights conferred on Director by this Agreement shall continue after Director has ceased to be a director, officer, employee or other agent of Corporation or such other entity.23. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be addressed to Director or to Corporation, as the case may be, at the address shown on page 1 of this Agreement, or to such other address as may have been furnished by either party to the other, and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall havebeen directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed.。

Indemnification AgreementThis agreement is between (“PARTY B”), and XXXX OPC Co., Ltd. (“PARTY A”).1. PARTY A will defend, indemnify, hold harmless, and settle at no cost to PARTY B and/or its respective affiliates, directors, officers, employees and its customers ( collectively “PARTY B”), and will pay all costs and damages, including any increased damages attributable to willful infringement, attorneys’ fees, and interest, finally awarded by any court or agreed to by PARTY A in settling, any claim against PARTY B alleging that any product purchased from PARTY A (“Product”) infringes any third party’s patent, trade secret and any other intellectual property rights (“Claim”).2. In the event of any Claim that arises against PARTY B subject to indemnification pursuant to this Agreement, PARTY B will: (1) give PARTY A prompt notification of the Claim, tender control of the defense and settlement of the Claim to PARTY B, furnish to PARTY A all documents and information relating thereto; and (2) give PARTY A the cooperation it reasonably requests in connection with the defense and settlement of the Claim, and PARTY A shall reimburse PARTY B for its reasonable expenses incurred in such cooperation including all legal expenses which may be incurred by PARTY B for counsel selected by PARTY B to follow the course of any litigation pertaining to the Claim. PARTY A and its counsel shall keep counsel for PARTY B promptly informed about the status of the defense, any input needed from PARTY B, and any settlement of the Claim. PARTY B’s counsel shall invoice PARTY A for such services provided to PARTY A and/or PARTY B on an hourly basis.3. PARTY A shall have the right to settle or compromise any Claim, (i) provided that any such settlement or compromise shall not impose any costs or damages, including any increased damages attributable to willful infringement, attorneys’ fees, and interest, upon PARTY B and shall not restrain or interfere with the business of PARTY B in any way, or (ii) on PARTY B’s prior written consent, which consent shall not be unreasonably withheld or delayed.4. PARTY A shall have no liability for any infringement to the extent resulting from compliance with PARTY B’s designs or instructions, or modifications made to the Product by PARTY B without PARTY A’s prior consent.5. PARTY A shall have no liability hereunder for any consequential, special, punitive, or other indirect damages or costs, or lost profits of any type except to the extent such consequential, special, punitive, or other indirect damages or costs, or lost profits of any type are recovered by third person or entities.6. If a covered Claim arises, PARTY B shall permit PARTY A, at PARTY A’s option after consulting with PARTY B:a) to procure for PARTY B the right to continue purchasing the Product; orb) to replace or modify the Product so that they become non-infringing while remaining equivalent in fit, function, and quality; orc) to accept the return of the affected Product in PARTY B’s inventory, and to refund to PARTY B the full purchase price paid for the returned Product. Provision of a refund shall in no way impact or diminish PARTY A’s obligations and liabilities unde r Section 1.In addition to the foregoing, if a covered Claim arises and the Product is found to be infringing a third party’s rights, then PARTY A shall:a) take back and refund PARTY B by check within 30 days after the end of the calendar quarter in which any such Product that PARTY B has in stock or that is in transit is finally held to infringe a third party’s rights; i n case PARTY B still has payables due to PARTY B upon then, PARTY B will refund in the means of credit memo; andb) refund any deposit made by PARTY B for Product in process.7. To the extent PARTY B has more than one supplier of products at issue in a Claim, PARTY A shall be responsible only for all liability assessed against PARTY B by any court and PARTY A approved settlements attributable to its own Product.8. The law of the People’s Republic of China shall apply to the interpretation of this agreement, without respect to its choice of law provisions. All disputes hereunder shall be resolved in the appropriate courts of the People’s Republic of China, and the parties waive any objections to the jurisdiction and venue of such courts.9. The foregoing Paragraphs 1 through 8 set forth the entire liability of PARTY A for infringement with respect to patent, trade secret, or other intellectual property rights.IN WITNESS WHEREOF, this Agreement is made effective as of the latest date of signing by the parties below.XXXX OPC Co., Ltd. (PARTY B company name)Dated: __________________ Dated: __________________By: ___________________ By: ___________________Its: [Title] Its: [Title]。

合同英文单词1. Introduction当我们谈论合同时，无论是与商业合作、雇佣关系还是其他法律关系有关的合同，英文单词都是必不可少的一部分。

掌握合同术语和相关的英文单词，对于进行跨国商业活动、与国外公司合作以及处理国际法律事务都至关重要。

本文将介绍一些常见的合同英文单词，以帮助读者更好地理解和处理合同文件。

2. Common Contract Terms以下是一些常见的合同术语及其英文对应单词：•Agreement: 协议/合同•Contract: 合同•Party: 当事方•Offer: 出价/提议•Acceptance: 接受•Consideration: 对价/报酬•Mutual: 相互的•Termination: 终止/解除•Breach: 违约•Indemnification: 赔偿/保障•Confidentiality: 保密/机密性•Jurisdiction: 管辖权/司法管辖权•Arbitration: 仲裁/仲裁程序3. Types of Contracts合同可分为多种不同类型，每种类型都有其特定的法律要求和术语。

以下是一些常见的合同类型及其英文对应单词：•Sale Contract: 销售合同•Employment Contract: 雇佣合同•Lease Agreement: 租赁协议•Partnership Agreement: 合伙协议•Non-Disclosure Agreement: 保密协议•Service Agreement: 服务协议•Franchise Agreement: 加盟协议•Loan Agreement: 贷款协议•Agency Agreement: 代理协议•Licensing Agreement: 许可协议4. Key Contract Clauses合同的组成部分通常包括各种条款和条件。

以下是一些关键合同条款及其英文对应单词：•Scope of Work: 工作范围•Term: 期限•Payment Terms: 付款条件•Governing Law: 适用法律•Force Majeure: 不可抗力•Confidentiality Clause: 保密条款•Liability Limitation: 责任限制•Dispute Resolution: 纠纷解决•Jurisdiction Clause: 管辖条款•Entire Agreement: 整个协议•Amendment: 修改/修订5. Legal Terminology合同文件中经常出现一些法律术语，理解这些术语是处理合同事务的重要一步。

Indemnification Agreement补偿协议-THIS AGREEMENT is entered into, effective as of _________,_________,_________(M/D/Y) by and between AAA, Inc.a _________(STATE) corporation (the Company ), and _________ ( Indemnitee ).WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;WHEREAS, Indemnitee is a director and/or officer of the Company; andWHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued and effective service to the Company, and in order to induce Indemnitee to provide services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by _________(STATE) law and as set forth in this Agreement, and, to the extent insurance is maintained, for the coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.NOW, THEREFORE, in consideration of the above premises and of Indemnitee’s continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:1. Certain Definitions.(a) Board: the Board of Directors of the Company.(b) Change In Control: shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Act )), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (collectively excluded persons ), is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by the Company’s then outstanding V oting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination forelection by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the V oting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into V oting Securities of the surviving entity) at least 50% of the total voting power represented by the V oting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.(c) Expenses: any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposes as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending, being a witness in, or participating in(including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.(d) Indemnifiable Event: any event or occurrence that takes place either prior to or after the effective date of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity.(e) Independent Counsel: the person or body appointed in connection with Section 3.(f) Potential Change In Control: shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Company) publiclyannounces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control, (iii) any person (other than an Excluded Person) who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding V oting Securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof, or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.(g) Proceeding: (i) any threatened, pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, or (ii) any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, or proceeding.(h) Reviewing Party: the person or body appointed in accordance with Section 3.(i) V oting Securities: any securities of the Company that vote generally in the election of directors.2. Agreement To Indemnify.(a) General Agreement. In the event Indemnitee was, is, or become a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Amended and Restated Certificate of Incorporation, its bylaws, vote of its stockholders or disinterested directors, or applicable law.(b) Initiation Of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or anydirector or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.(c) Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an Expense Advance provided that such request shall be accompanied by reasonable evidence of the expenses incurred by Indemnitee and that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).(d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement (other than Section 2(f) below), to the extent that Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.(e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.(f) Prohibited Indemnification. No indemnification pursuant to this judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any federal, state or local laws.3. Reviewing Party.Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Reviewing Party shall be the Independent Counsel referred to below. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Amended a nd Restated Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Companyagrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.4. Indemnification Process And Appeal.(a) Suit To Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 60 days after making a request in accordance with Section 2(c), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation, in any appropriate court having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof, provided, however, that such 60-day period shall be extended for reasonable time, not to exceed another 60 days, if the reviewing party in good faith requires additional time for the obtaining or evaluating of documentation and information relating thereto. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4shall be in addition to any other remedies available to Indemnitee in law or equity.(b) Defense To Indemnification, Burden Of Proof, And Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of thisAgreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.5. Indemnification For Expenses Incurred In Enforcing Rights.The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten business days of such request), advance such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against or covered action brought by Indemnitee for (i) indemnification of Expenses or Expense Advances by the Company under this Agreement or any other agreement or under applicable law or the Company’s Amended and Restated Certificate of Incorporation or bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and or (ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.6. Notification And Defense Of Proceeding.(a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof, but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company shall be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her ownlegal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii) above.(c) Settlement Of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s writtenconsent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liabi lity hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.7. Non-Exclusivity.The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Compan y’s Amended and Restated Certificate of Incorporation, bylaws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded current ly under the Company’s Amended and Restated Certificate of Incorporation, bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.8. Liability Insurance.To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.9. Amendment Of This Agreement.No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.10. Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required andshall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.11. No Duplication Of Payments.The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder.12. Binding Effect.This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacitypertaining to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any Proceeding.13. Severability.If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.14. Governing Law.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of _________(STATE) applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.15. Notices.All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:。

Indemnification Agreement补偿协议-This Indemnification Agreement made and entered into this _________(M,D,Y) ( Agreement ), by and between AAA Corporation, a _________(PLACENAME) corporation (together with any successor or successors and predecessors thereto, the Company ) and BBB ( Indemnitee ).WHEREAS, it is essential to the Company that it be able to retain and attract as directors, officers, employees and agents the most capable persons available:WHEREAS, increased corporate litigation has subjected directors, officers, employees and agents of corporations to litigation risks and expenses and the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;WHEREAS, its by-laws permit the Company to enter into indemnification arrangements and agreements; WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification aga inst litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the Company’s by-laws or any change in the ownership of the Company or the composition of its Board of Directors) which indemnification is intended to be greaterthan that which is afforded by the Company’s certificate of incorporation, by-laws and, to the extent insurance is available, the coverage of Indemnitee under the Company’ directors and officers liability insurance policies; andWHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in continuing in Indemnitee’s position as an agent of the Company.NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:1. DEFINITIONS.(a) agent of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or wasa director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.(b) Corporate Status describes the status of a person who is serving or has served (i) as an agent of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee, or agent of any other Entity as defined below at the request of the Company.(c) Entity shall mean any corporation, partnership, joint venture, trust, foundation, association, organization or other legal entity and any group or division of the Company or any of its subsidiaries.(d) Expenses shall mean all reasonable fee, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, attorn ey’s fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Section 10 of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and bindingcosts, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.(e) Indemnifiable Expenses, Indemnifiable Liabilities and Indemnifiable Amounts shall have the meanings ascribed to those terms in Section 3(a) below.(f) Liabilities shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.(g) Proceeding shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee’s rights hereunder.2. SERVICES OF INDEMNITEE. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as an agent of the Company. However, this Agreement shall not impose any obligation onIndemni tee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.3. AGREEMENT TO INDEMNIFY. The Company agrees to indemnify Indemnitee as follows:(a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status,Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as Indemnifiable Expenses and Indemnifiable Liabilities, respectively, and collectively as Indemnifiable Amounts ).(b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.4. EXCEPTIONS TO INDEMNIFICATION. Indemnitee shall be entitled to indemnification under Section 3(a) and 3(b) above in all circumstances other than the following:(a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.(b) If indemnification is requested under Section 3(b) and(i) It has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or(ii) It has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonable entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.(c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D O Insurance or under a valid and enforceable indemnity clause, by-law or agreement.5. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.6. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.7. EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.8. AGREEMENT TO ADV ANCE INTERIM EXPENSES; CONDITIONS. The Company shall pay to Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if Indemnitee furnishes the Company with a written undertaking torepay the amount of such Indemnifiable Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. Such undertaking shall be an unlimited general obligation of Indemnitee, shall be accepted by the Company without regard tothe financial ability of Indemnitee to make repayment, and in no event shall be required to be secured.9. PROCEDURE FOR PAYMENT OF INTERIM EXPENSES. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made no later than twenty (20) calendar days after the Company’s receipt of such request and the undertaking required by Section 8.10. REMEDIES OF INDEMNITEE.(a) RIGHT TO PETITION COURT. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts underSection 3 and 5above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.(b) BURDEN OF PROOF. In any judicial proceeding brought under Section 10((a)) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.(c) EXPENSES. The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10((a)) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.(d) V ALIDITY OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including without limitation, an action under Section 10((a)) above, that the provisions of this Agreement are not valid, binding and enforceable or that thereis insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.(e) FAILURE TO ACT NOT A DEFENSE. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10((a)) above, and shall not create a presumption that such payment or advancement is not permissible.11. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Indemnitee as follows:(a) AUTHORITY. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.(b) ENFORCEABILITY. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.12. INSURANCE. The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee was an agent of the Company, the Company will use its commercially reasonable efforts to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the Indemnitee with coverage for losses from wrongful acts, and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee at least the same rights and benefits as are accorded to the most favorably insured of the Company’s directors if Indemnitee is a director, or of the Company’s officers if the Indemnitee is not a director but is an officer; or of the Company’s key employees, if the Indemnitee is not a director orofficer but is a key employee. Notwithstanding the foregoing, if the Company, after employing commercially reasonable efforts as provided in this section, determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit the Company shall use its commercially reasonable efforts to obtain and maintain a policy or policies of insurance with coverage having features as similar as practicable to those described above.13. CONTRACT RIGHTS NOT EXCLUSIVE. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s by-laws or certificate of incorporation, or any other agreement, vote of stockholders or directors, or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director, officer or agent of the Company.14. SUCCESSORS. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee ofall or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger orconsolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.15. SUBROGATION. In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.16. CHANGE IN LAW. To the extent that a change in applicable law (whether by statute or judicial decision) shall permit broader indemnification than is provided under the terms of the by-laws of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and this Agreement shall be deemed to be amended to such extent.17. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.18. INDEMNITEE AS PLAINTIFF. Except as provided in Section 10((c)) of this Agreement and in this Section 18, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any director, officer or agent thereof, or any third party. This Section shall not apply (i) to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee, (ii) if the Company has consented to the initiation of such Proceeding, (iii) if such indemnification is expressly regarded to be made by law or (iv) if such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in theCompany under the General Corporation Laws of _________(PLACENAME). In addition to the foregoing, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee (i) for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made by good faith or was frivolous; or (ii) under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld.19. MODIFICATIONS AND WAIVER. Except as provided in Section 16 above with respect to changes in applicable law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver or any of the provisions ofthis Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.20. GENERAL NOTICES. All notices, requests, demands andother communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:。

Indemnification AgreementAn indemnification agreement is a legal contract that provides protection to one party against losses or damages that may arise from the actions of another party. This type of agreement is commonly used in business transactions, where one party is providing goods or services to another party. The indemnification agreement is designed to limit the liability of the party providing the goods or services, while also providing a measure of protection for the party receiving them.From the perspective of the party providing the goods or services, an indemnification agreement is essential to protect their business interests. Without such an agreement, the provider could be held liable for any damages that may arise from the use of their goods or services, even if they were not directly responsible for those damages. This could result in significant financial losses for the provider, as well as damage to their reputation. By including an indemnification agreement in their contracts, providers can limit their liability and protect their business interests.From the perspective of the party receiving the goods or services, an indemnification agreement can provide peace of mind. They know that if any damages arise as a result of using the provider's goods or services, they will be protected. This can be especially important in situations where the goods or services are critical to the success of the receiving party's business. By including an indemnification agreement in their contracts, receiving parties can ensure that they are protected against any potential losses.However, it is important to note that indemnification agreements are not always straightforward. There are often complex legal issues involved, and the language of the agreement must be carefully crafted to ensure that both parties are protected. Additionally, there may be situations where the agreement is not enforceable, or where the indemnified party may still be held liable for damages. In these cases, it is important to seek the advice of legal counsel to ensure that the agreement is valid and enforceable.Another perspective to consider is that of the courts. Indemnification agreements are often the subject of legal disputes, and courts must determine whether the agreement isenforceable and whether the indemnified party is liable for damages. When evaluating an indemnification agreement, courts will look at a number of factors, including the language of the agreement, the intent of the parties, and the specific circumstances of the case. In some cases, courts may find that the agreement is unenforceable, or that the indemnified party is still liable for damages.In conclusion, indemnification agreements are an important tool for protecting the interests of both parties in a business transaction. They provide a measure of protection for the party providing the goods or services, while also providing peace of mind for the party receiving them. However, it is important to carefully craft the language of the agreement to ensure that it is valid and enforceable, and to seek legal counsel if there are any questions or concerns. Ultimately, the success of an indemnification agreement will depend on the ability of both parties to work together and to honor the terms of the agreement.。

Indemnification Agreement补偿协议-Indemnification Agreement, dated as of _________,_________,_________(M,D,Y), by and among AAA Corporation, a _________(Placename) corporation ( AAA ), BBB, Inc., a _________(Placename) corporation ( BBB ), DDD COMPANY, a limited company organized under the laws of the DDD Islands ( DDD ), and each Person who executes a Joinder Agreement (as defined below) pursuant to Section 4(f) hereof.WHEREAS, BBB has determined to sell to DDD (the Stock Purchase ) all of the outstanding shares of capital stock of the Sold Subsidiaries (as defined below) pursuant to a Stock Purchase Agreement (the Stock Purchase Agreement ) between BBB and DDD, dated as of the date hereof;WHEREAS, BBB, AAA and CCC, Inc., a _________(Placename) corporation and a wholly owned subsidiary of AAA ( CCC ), have previously entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement ) dated as of the date hereof, providing for the merger of CCC with and into BBB (the MergerWHEREAS, consummation of the Stock Purchase is a condition precedent to the consummation of the Merger;WHEREAS, it is a condition precedent to the consummation of the Stock Purchase and the Merger that this Indemnification Agreement shall be in full force and effect; andWHEREAS, the parties to this Agreement have determined that it is necessary and desirable to set forth certain agreements that will govern various tax matters, indemnity matters and other matters that may arise in connection with the Stock Purchase and the Merger.NOW, THEREFORE, in consideration of the premises and of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:SECTION 1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement. The following terms shall have the following definitions:Financing Agreements means the documents, instruments and agreements evidencing the Financing as the same may be amended, refinanced, replaced, modified or supplemented from time to time.Loss or Losses means any losses, claims, damages,deficiencies, liabilities, costs obligations, fines, penalties and expenses of any nature whatsoever (including reasonable expenses of investigation and reasonable attorney’s fees and disbursements).Material Adverse Effect means a material adverse change in or effect with respect to the business, results of operations, properties, financial condition or prospects of DDD and its Subsidiaries, taken as a whole.Person means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity.Pre-Purchase Tax Period means any Tax Period ending on or before the end of the date of the Stock Purchase.Pre-Purchase Taxes shall mean (i) all liability for Taxes of BBB and the Retained Subsidiaries for Pre-Purchase Tax Periods and (ii) all liability of BBB and the Retained Subsidiaries for the Pre-Purchase portion of Taxes of such companies attributable to any Straddle Period as determined in accordance with Section 6(b) hereof, provided, however, that Taxes in respect of any transactions as of the date hereof undertaken at the written direction of AAA shall be excluded.Retained Subsidiary means any Subsidiary of BBB that is nota Sold Subsidiary.DDD Indemnitor means DDD and each Person who executes a Joinder Agreement pursuant to Section 4(f) hereof.Stock Purchase Date shall mean the date of the Stock Purchase.Straddle Period shall mean a taxable period of BBB or a Retained Subsidiary that begins before the Stock Purchase Date and ends after the Stock Purchase Date.Tax or Taxes means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, without limitation, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a Taxing Authority ) responsible for the imposition of any such tax (domestic or foreign), (ii) liability for the payment of any amounts of the type described in clause (i) above as a result of BBB or any of its Subsidiaries, including the Sold Subsidiaries, being a member prior to the Stock Purchase Date of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement entered into prior to the Stock Purchase Date as a result of which liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, to a Taxing Authority is determined or taken into account with referenceto the liability of any other person, (iii) liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, for the payment of any amount as a result of being party to any tax sharing agreement or arrangement entered into prior to the Stock Purchase Date, or with respect to the payment of any amount of the type described in clause (i) or (ii) above as a result of any express or implied obligation arising prior to the Stock Purchase Date to indemnify any other Person and (iv) liability of BBB or any of its Subsidiaries, including the Sold Subsidiaries, as a result of any express or implied obligation arising prior to the Stock Purchase Date to pay any Taxes of any Person or to gross up any Person for income received or deemed received as a result of any other Person paying Tax Liabilities of such Person.SECTION 2. Representations and Warranties of the DDD Indemnitors. The DDD Indemnitors jointly and severally represent and warrant to AAA as of the date hereof, as of the Closing Date and as of the date of each Joinder Agreement as follows, each of which such representations and warranties shall survive the Closing Date:(a) Organization and Authority of the DDD Indemnitors. Each of the DDD Indemnitors is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority toenter into this Agreement, the Stock Purchase Agreement and each Joinder Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement, the performance by the DDD Indemnitors of their respective obligations hereunder and thereunder and the consummation by the DDD Indemnitors of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the DDD Indemnitors. This Agreement and the Stock Purchase Agreement have been, and each Joinder Agreement will be, duly executed and delivered by the DDD Indemnitor party thereto, and (assuming due authorization, execution and delivery by each of the other respective parties thereto) each of this Agreement, the Stock Purchase Agreement and each Joinder Agreement constitutes or, when executed and delivered in accordance with the terms hereof, will constitute a legal, valid and binding obligation of the DDD Indemnitor Party thereto enforceable against the DDD Indemnitor party thereto in accordance with its terms.(b) No Conflict. The execution, delivery and performance of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement does not and will not after giving effect to thetransactions contemplated by the Stock Purchase Agreement and the Financing (i) violate, conflict with or result in the breach of any provision of the charter or by-laws (or similar organizational documents) of any DDD Indemnitor, (ii) violate or conflict with any provision of law, or any order, judgment or decree of any court or other governmental or other regulatory authority applicable to any DDD Indemnitor or (iii) violate, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under any material contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which any DDD Indemnitor is a party or by which any DDD Indemnitor is bound or to which any DDD Indemnitor’s properties or assets is subject or (iv) result in the creation of any lien, charge or encumbrance of any kind whatsoever on any of the properties or assets of any DDD Indemnitor.(c) Consents and Approvals. The execution, delivery and performance of this Agreement and the Stock Purchase Agreement by DDD and each Joinder Agreement by each Person who executes such Agreement does not and will not require any material consent, approval, authorization, waiver or other order of, action by, filing with or notification to any governmental or regulatory authority, domestic or foreign, except as will be made or obtained prior to Closing by the DDD Indemnitor party thereto and remains in fullforce and effect.SECTION 3. Representations and Warranties of AAA. AAA represents and warrants to DDD as of the date hereof and as of the Closing Date as follows, each of which such representations and warranties shall survive the Closing Date:(a) Organization and Authority of AAA. AAA is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and the Merger Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Merger Agreement by AAA, the performance by AAA of its obligations hereunder and thereunder and the consummation by AAA of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of AAA. This Agreement and the Merger Agreement have been duly executed and delivered by AAA, and (assuming due authorization, execution and delivery by each of the other respective parties hereto and thereto) this Agreement and the Merger Agreement constitute legal, valid and binding obligations of AAA enforceable against AAA in accordance with their terms.(b) No Conflict. The execution, delivery and performance of this Agreement and the Merger Agreement by AAA does not and will not (i) violate, conflict with or result in the breach of any provision of the charter or by-laws of AAA, (ii) violate or conflict with any provision of law, or any order, judgment or decree of any court or other governmental or other regulatory authority applicable to AAA or (iii) violate, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under any material contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which AAA is a party or by which AAA is bound or to which any of AAA properties or assets is subject or (iv) result in the creation of any lien, charge or encumbrance of any kind whatsoever on any of the properties or assets of AAA.(c) Consents and Approvals. The execution, delivery and performance of this Agreement and the Merger Agreement by AAA does not and will not require any material consent, approval, authorization, waiver or other order of, action by, filing with or notification to any governmental or regulatory authority, domestic or foreign, except as has been made or obtained prior to Closing by AAA and remains in full force and effect.SECTION 4. Certain Covenants.(a) Access to Books and Records of DDD; Financial Statements and Reports. Upon the request of AAA, DDD shall provide to representatives of AAA and its Affiliates reasonable access to its books and records and shall cause its auditors to provide to the auditors of AAA and its Affiliates reasonable access to D DD’s auditors’ work papers. For as long as DDD is required to do so, DDD shall provide AAA with copies of any annual or quarterly financial statements and reports that it is required to deliver to the lenders providing senior financing in the Financing, and any requests for waivers of any term or provisions in the Financing Documents, in each case, at the same times provided for in the Financing Agreements.The provisions contained in this Section 4(a) shall terminate and be of no further effect from and after the fifth anniversary of the Stock Purchase Date.(b) Retention of Documents. Subject to Section 6(f) hereof, each of the DDD Indemnitors agrees that it will preserve all documentation relating to the transactions contemplated by the StockPurchase Agreement or this Agreement and each of AAA and BBB agrees that it will preserve all documentation relating to (i) BBB, the Sold Subsidiaries, and the Retained Subsidiaries for any Pre-Purchase Tax Period and any Straddle Period, and (ii) the Merger Agreement, Designated Assets and Designated Liabilities (other than documentation transferred to DDD pursuant to the terms of the Stock Purchase Agreement), in each case to the extent required by applicable law or by such party’s document retention policies, whichever is longer, as in effect from time to time. The provisions contained in this Section 4(b) shall terminate and be of no further effect from and after the eighth anniversary of the Stock Purchase Date.(c) Notice of Certain Events. DDD shall promptly, but in no event more than five business days after receiving notification or obtaining knowledge thereof, provide written notice to AAA of any event which would have a Material Adverse Effect or materially impair the ability of any DDD Indemnitor to perform fully its obligations hereunder.(d) Conduct of Business. Upon and after the Closing Date, DDD will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normalconduct of its business.(e) Financing Agreements. Prior to the Closing, DDD shall furnish to AAA true and complete copies of the Financing Agreements and, promptly following any amendments thereto, true and complete copies of such amendments. The provisions contained in this Section 4(e) shall terminate and be of no further effect from and after the fifth anniversary of the Stock Purchase Date.(f) Joinder Agreements. On the Closing Date, DDD shall cause each of the Sold Subsidiaries to execute and deliver to AAA a Joinder Agreement in the form of Annex I hereto (a Joinder Agreement ). Thereafter, DDD shall cause any Person that becomes a Subsidiary of DDD to, on the date such Person becomes a Subsidiary of DDD, execute and deliver to AAA a Joinder Agreement. Any Person executing a Joinder Agreement shall, upon executing the same, deliver to AAA a certified copy of the charter and by-laws, or similar organizational documents, of such Person together with resolutions of the Board of Directors (or comparable governing body) of such Person approving the execution and delivery of the Joinder Agreement.SECTION 5. Indemnification. In addition to the obligations ofthe parties contained in Section 6 hereof, from and after the Closing Date:(a) Each of the DDD Indemnitors jointly and severally agrees to indemnify, defend and hold harmless AAA and BBB and their respective Affiliates including the Retained Subsidiaries (the AAA Indemnitees ) from and against any and all Losses as they are incurred or suffered by any AAA Indemnitee arising out of or in connection with or related to (but only to the extent arising out of or in connection with or related to):(i) all Liabilities (other than Designated Liabilities and other than in respect of Taxes, which are the subject of Section 6 hereof) arising out of or related to (A) the ownership, operations or conduct by BBB and its predecessors or Affiliates (other than AAA and its Subsidiaries) of their respective businesses, properties, assets or liabilities on or prior to the Closing Date, or (B) the ownership, operations or conduct by DDD or any of its Subsidiaries of their respective businesses, properties, assets or liabilities from and after the Closing Date;(ii) the enforcement by the AAA Indemnitees of their respective rights under this Agreement;(iii) any breach by DDD of any agreement, obligation, covenant, representation or warranty contained in this Agreement, the Stock Purchase Agreement or any agreement or document entered into in connection therewith or delivered pursuant thereto to which DDD is a party.(b) AAA and BBB agree to indemnify, defend and hold harmless DDD and each of its Subsidiaries from and against any and all Losses, as they are incurred or suffered by DDD or its Subsidiaries, arising out of or in connection with or related to (but only to the extent arising out of or in connection with or related to):(i) all Designated Liabilities;(ii) all Liabilities of or related to the ownership, operations or conduct by BBB or the Retained Subsidiaries of their respective businesses, properties, assets or liabilities subsequent to the Closing Date;(iii) the enforcement by DDD and its Subsidiaries of theirrespective rights under this Agreement; and(iv) any breach by AAA of any agreement, obligation, covenant, representation or warranty contained in this Agreement, the Merger Agreement or any agreement or document entered into in connection therewith or delivered pursuant thereto to which AAA is a party.SECTION 6. Taxes .From and after the Closing Date:(a) Each of the DDD Indemnitors jointly and severally agrees to indemnify and hold the AAA Indemnitees harmless from all Losses (other than Designated Liabilities) attributable to (i) Pre-Purchase Taxes of BBB and the Retained Subsidiaries, and (ii) Taxes, whenever arising, of the Sold Subsidiaries or attributable to assets transferred to the Sold Subsidiaries in connection with the Stock Purchase and the Merger; provided, however, that the DDD Indemnitors shall not be obligated to indemnify the AAA Indemnitees for any Taxes attributable to, or arising from, the transactions contemplated by the OD Documents (as defined in the Stock Purchase Agreement), other than the Split and the sale ofshares of the capital stock of the Sold Subsidiaries (including any gain from any Section 338(h)(10) election made with respect to such sale).(b) For purposes of determining whether Taxes are Pre-Purchase Taxes described in clause 6(a)(i) above, in the case of a Straddle Period of BBB or a Retained Subsidiary, the DDD Indemnitors shall be solely responsible for all Taxes attributable to the portion of the period ending on, and which includes, the Stock Purchase Date, and AAA shall be solely responsible for all Taxes attributable to the portion of the period which begins after the Stock Purchase Date. For purposes hereof, the portion of any Tax that is attributable to the portion of a Straddle Period up to and including the Stock Purchase Date shall be (i) in the case of a Tax that is not based on net income, gross income, sales or gross receipts (including real property taxes), the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Straddle Period up to and including the Stock Purchase Date, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales or gross receipts, the Tax that would be due with respect to the portion of the Straddle Period through and including the Stock Purchase Date, if such portion of the Straddle Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculatedon an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.The AAA Indemnitees shall indemnify and hold harmless the DDD Indemnitors from and against (i) any Taxes of BBB for which the DDD Indemnitors are not obligated to indemnify the AAA Indemnitees under Section 6(a), and (ii) any Taxes arising out of or attributable to the breach of any representation or covenant contained in this Indemnification Agreement by the AAA Indemnitees.With regard to any Loss for which indemnification is payable hereunder, such payment shall be treated for federal, state, local and foreign tax purposes as an adjustment to the Purchase Price in the Stock Purchase Agreement, unless otherwise required under applicable law. The amount of any such payment shall be net of any Tax on the Indemnified Party arising from such payment and shall be adjusted to take into account any net Tax benefit or net Tax detriment realized by the Indemnified Party that arises from the occurrence of the Loss for which such payment was made; provided that no payment shall be made by the DDD Indemnitors in respect of any Taxes payable by any AAA Indemnitee in respect of an indemnification payment hereunder (the Gross-Up Amount ) except if and to the extent that the aggregate cumulative taxable income of the AAA Indemnitees that would otherwise give rise to Gross-Up Amounts exceeds the Available Loss Amount (as reduced from timeto time to the extent used to reduce Pre-Purchase Taxes). The Available Loss Amount shall mean an amount determined by the Closing Date or as soon as practicable thereafter by a Big Five accounting firm mutually selected by DDD and AAA as being equal to the best available estimate as of the date of determination of the excess of (x) the aggregate losses of BBB and its consolidated group arising on or before the Stock Purchase Date or arising from the transactions contemplated by the Stock Purchase Agreement or Merger Agreement (but not taking into account any gain or income recognized in respect of the Designated Assets in Parts A, B and C of Schedule II of the Merger Agreement), including the exercise of options in connection with the Merger or the Stock Purchase Agreement, over (y) the amount of such losses as are estimated will be taken into account in determining the TRA Amount.(c)(i) A draft of all Tax Returns relating to BBB and the Retained Subsidiaries which are to be filed after the Stock Purchase Date, but which relate to a Pre-Purchase Tax Period or Straddle Period, including the federal consolidated income Tax Return of the affiliated group of which BBB is the common parent for the period ending with the Merger, shall be prepared by Ernst Young or any other Big Five accounting firm (the Tax Return Preparer ) chosen byDDD. Any such Tax Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method. A copy of such draft shall be furnished to AAA at least 30 days prior to the due date for each such Tax Return for review and comment. AAA shall be entitled to suggest such revisions to each such Tax Return as it, in its good faith belief, considers appropriate to minimize the risk of an audit adjustment to such Tax Return, which suggestions shall be considered in good faith by DDD. If AAA reasonably objects to any position taken in such draft Tax Return, BBB shall amend such draft Tax Return to reflect an alternative position suggested by AAA, unless BBB provides AAA with an opinion from the Tax Return Preparer that there is substantial authority (within the meaning of Section 6662 of the Code and applicable Treasury regulations) to support the initial position. All other decisions regarding Tax Returns shall be made by DDD. AAA shall execute and file such Tax Returns as so revised on a timely basis and shall pay the Taxes shown due on such Tax Return. DDD will pay over to AAA the amount of Taxes shown due at least five days prior to the date such Tax Return is to be filed. DDD agrees that it shall be responsible for the preparation and filing of all Tax Returns of the Sold Subsidiaries and pay the Tax shown due thereon.(ii) The parties shall cooperate with each other in the preparation of any Tax Return and the conduct of any audit or otherproceeding, judicial or administrative (collectively, a Tax Proceeding ), involving Taxes of BBB, the Sold Subsidiaries and the Retained Subsidiaries. AAA and DDD, without charge, shall provide the requesting party with such assistance and documents as may be reasonably requested by such party in connection with the preparation of any return or the conduct of any audit or other Tax Proceeding. AAA and DDD agree to keep each other fully informed of all matters relating to any Tax Return, or Tax Proceeding, including without limitation any settlement negotiations in the event that such Tax Proceeding may involve Taxes for which an indemnity obligation may arise under this Section 6.Notwithstanding anything else to the contrary in this Section 6, the obligations of the DDD Indemnitors pursuant to this Section 6 shall be calculated by assuming no election has been made pursuant to Section 172(b)(3) of the Code, Treasury Regulation section 1.1502-21(b)(3), or any similar or successor provision, to waive the carryback of losses arising from the exercise of options in connection to the Merger or the Stock Purchase or any losses arising on or before the Stock Purchase Date and by assuming that all losses, credits and other tax attributes are used in the order provided under the applicable provisions of the Code and Treasury Regulations.(d)(i) If a claim in respect of Taxes (a Tax Claim ) is made or threatened by any Taxing Authority that, if successful, could result in an indemnity obligation under Section 6, AAA shall promptly notify DDD, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the DDD Indemnitors from any liability that they may have on account of this indemnification or otherwise, except to the extent that the DDD Indemnitors are materially prejudiced in the defense of such claim thereby. DDD will have the right, at its option, upon timely notice to AAA, to assume at its own expense control of any audit or other defense of such Tax Claim with its own counsel, and by assuming such control will be deemed to have acknowledged its indemnification liability for such claim. DDD’s right to control such a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the DDD Indemnitors or for which the DDD Indemnitors would be liable pursuant to Section 6. Costs of such Tax Claims are to be borne by the DDD Indemnitors unless the Tax Claim relates to a Straddle Period.(ii) In the case of any Tax Proceeding involving liability for Tax of BBB, a Retained Subsidiary or any Sold Subsidiary for which BBB or a Retained Subsidiary could be liable if such Tax were unpaid (without regard to any indemnity obligation of DDD), (A) AAA at its expense and through counsel of its choosing, shall havethe right to observe all hearings, trials and other proceedings, attend all settlement and other conferences and receive copies of all material briefs and submissions and (B) notwithstanding the control rights granted to DDD in clause (i) above, AAA shall have the right to control the Tax Proceeding and make all decisions in respect thereof in the case of any Tax proceeding involving the liability for Tax of BBB or the Retained Subsidiaries if AAA waives its right to obtain indemnity under this Section 6.(e) If the parties disagree as to the amount of any payment to be made under or on any other matter arising under this Section 6, the parties shall attempt in good faith to resolve such dispute, and any agreed-upon amount shall be paid to the appropriate party. If such dispute is not resolved within 15 days following written notice from any party hereto to an other party hereto that a dispute subject to this subsection (f) exists, then the parties shall jointly retain an independent accounting firm to resolve the dispute. If and to the extent that a dispute presents legal issues, the independent accounting firm shall have authority to consult an independent law firm. The fees of the independent accounting firm and the independent law firm shall be borne by the party that does not substantially prevail in the dispute; the independent accounting firm shall make a determination regarding liability for expenses. The decision of such independent accounting firm and/or the independent law firm shall be rendered within ten (10) days following final。

that this sample presents an array of (often mutually exclusive) options with respect to particular deal provisions.MODEL INDEMNIFICATION AGREEMENTthat this sample presents an array of (often mutually exclusive) options with respect to particular deal provisions.INTRODUCTIONThis agreement can be used for both officers and directors of the corporation. In some cases, a director will serve as a nominee of one or a group of investors (e.g., an individual venture capitalist serving as a nominee of a venture capital fund). Some venture capital funds will request that the fund, and not just their director representative, be covered by the indemnification agreement. Often that takes the form of indemnification rights covering liability arising by virtue of "corporate status" (where the investor is acting as an agent of the corporation). See Fasciana v. Electronic Data Systems, No. 19753 (Del. Ch. Feb. 27, 2003). To the extent a venture capital fund seeks indemnification for the fund itself, we have provided bracketed language in Section 1(d) for the draftsperson to consider. The working group has not taken a position as to whether investor indemnification is "market."Section 145 of the Delaware General Corporation Law (“Section 145”) is the statutory authority for indemnification of directors, officers, employees and agents of the corporation. Section 145(a) permits (but does not require) indemnification of expenses (including attorneys’ fees) as well as judgments and amounts paid in settlement in third-party actions (i.e., actions not brought by or in the right of the corporation) if the applicable standard is met. Section 145(b) permits (but does not require) indemnification of expenses (including attorneys’ fees) but not judgments and amounts paid in settlement in derivative actions (i.e., actions brought by or in the right of the corporation) if the applicable standard is met. Thus, Section 145 draws a basic distinction between third-party and derivative actions. Section 145(c) requires indemnification of expenses (includin g attorneys’ fees) if the indemnitee is successful on the merits or otherwise in a proceeding referred to in Section 145(a) or (b). Section 145(d) sets forth requirements for determining whether indemnification is permitted under Section 145(a) or (b). Section 145(e) permits advancement of expenses before final disposition of a proceeding subject to certain conditions. Section 145(f) provides that the statutory rights and procedures regarding indemnification are not exclusive, thus permitting indemnification under bylaws, agreements and other circumstances beyond the limits specified in Section 145. Section 145(g) allows a corporation to obtain directors’ and officers’ liability insurance (“D&O insurance”). Sections 145(h) through (k) address various other aspects of indemnification, including provisions relating to survivorship of the obligations of the indemnifying corporation, survivorship of rights to indemnification upon ceasing to be a director, officer, employee or agent and the exclusive jurisdiction of the Delaware Court of Chancery over indemnification proceedings.Section 102(b)(7) of the Delaware General Corporation Law is the other relevant statutory authority relating to the protection of directors from monetary liability. Section 102(b)(7) allows inclusion of a provision in the certificate of incorporation that eliminates or limits (i.e., caps) the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty. The statute, however, prohibits limitations on director liability (i) for breach of a director’s duty of loyalty, (ii) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) for willful or negligent conduct in paying dividends or repurchasing stock out of other than lawfully available funds, or (iv) for any transaction from which a director derives an improper personal benefit. In essence, Section102(b)(7) allows a corporation to protect its directors from monetary liability for duty of care violationsAs noted above, Section 145(f) provides that statutory indemnification rights are not exclusive of indemnification rights that may be provided by a bylaw provision, agreement or otherwise. As discussed below, although Section 145(f) could be read broadly to allow a corporation to grant by contract indemnification rights beyond those permitted by Section 145, cases and commentators suggest that contractual indemnification rights may be held unenforceable if they violate other statutes (including Section 145), court decisions or public policy. As a result, the enforceability of contracts that purport to grant indemnification rights beyond those permitted by Section 145 is at best unclear. (For further discussion, see comment under Section 2 below.)An indemnification agreement may serve several purposes. First, and most importantly, it may provide more secure protection than a provision in a certificate of incorporation or bylaw because it cannot be amended without the approval of the indemnitee. Second, it can be used to make mandatory indemnification that is permissive under Section 145, to specify various procedures and presumptions that make indemnification more favorable to the indemnitee than is provided by Section 145 and to perhaps provide for indemnification rights that go beyond those that are expressly provided by Section 145. While such provisions could also be included in the Certificate of Incorporation or bylaws, an agreement permits different rights to be granted to specific directors, officers, employees and agents, rather than in a one size fits all approach. Some companies choose to provide mandatory indemnification for directors (i.e., the company is required to indemnify a director if the applicable conditions are met) and discretionary indemnification for officers (i.e., indemnification is at the discretion of the company even if the applicable conditions are met). With respect to indemnification of directors, as discussed in the comment under Section 6(b), there may be no disinterested directors to consider approval of discretionary indemnification for directors. Accordingly, absent mandatory indemnification a board decision to indemnify itself may not be subject to the court deference under the business judgment rule. With respect to indemnification of officers, there may be situations (e.g., termination of employment, sexual harassment) where mandatory indemnification of officers would expose the Company to the possibility of funding the defense of litigation either brought by the Company or in which the Company wants to distance itself from the activities of the officer in question. Care should be taken to anticipate such situations.Also note that if the company decides to indemnify directors but not officers, the indemnification agreement should make it clear that an employee director is indemnified only in his or her capacity as a director.Section 145(g) specifically authorizes a corporation to obtain D&O insurance for directors and officers for liability asserted against them in such capacity or arising out of such status whether or not the corporation has the power to indemnify such persons against such liability under Section 145.D&O insurance coverage is important for several reasons. First, even though indemnification may be permitted under Section 145, the corporation may be unwilling or unable to indemnify the individual. The former situation may arise after a change in corporate control where the corporation is unwilling to indemnify the individual. This may be the case, for example, if the director is the subject of litigation resulting from efforts to prevent the change in control.Alternative, a corporation may be unable to provide indemnification because it is insolvent. Under Chapter 11 of the Bankruptcy Code, for example, indemnification claims by directors or officers would generally be treated as unsecured claims payable only to the extent that other unsecured claims are payable as part of an approved plan of reorganization.Second, D&O insurance may insure against liabilities where indemnification is not allowed under Section 145. This occurs most frequently in the context of derivative actions and securities law actions. In particular, Section 145(g) permits a corporation to obtain insurance for (i) judgments or amounts paid in settlement in derivative actions, and (ii) for expenses incurred when a director has been adjudged liable in some respects, even though indemnification under such circumstances would not be allowed under Section 145(b). In addition, a D&O insurance policy may insure against liabilities under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities Exchange Act of 1934, as amended (the “1934 Act”), even though the Securities and Ex change Commission (“SEC”) has taken the position that indemnification for liabilities under Section 11 of the 1933 Act are against public policy and courts have held that indemnification for violations of the 1933 and the 1934 Act are contrary to the public policy in certain circumstances. (See comment under Section 1(a) of the Agreement.) As a result, D&O insurance may be particularly important for publicly held companies where there is greater risk of liability for derivative actions and securities law claims.However, D&O insurance policies generally contain a number of qualifications and limitations that narrow the scope of coverage. In particular, D&O insurance coverage is limited by applicable insurance law as well as public policy considerations. In addition, D&O insurance polices generally exclude certain conduct from coverage, including short-swing profit liability under Section 16(b) of the 1934 Act, unauthorized remuneration, personal profit to which the insured individual is not legally entitled, claims arising out of contests for corporate control and claims brought by corporations against their own directors and officers.INDEMNIFICATION AGREEMENTTHIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 200[_] between [corporation], a Delaware corporation (the “Company”), and [name] (“Indemnitee”).WITNESSETH THAT:WHEREAS, highly competent persons have become more reluctant to serve corporations as [directors] [officers] or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. [The [Bylaws] [and] [Certificate of Incorporation] of the Company require indemnification of the officers and directors of the Company.] Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The [Bylaws] [and] [Certificate of Incorporation]and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;WHEREAS, this Agreement is a supplement to and in furtherance of the [Bylaws] [and] [Certificate of Incorporation] of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; andWHEREAS, Indemnitee does not regard the protection available under the Company's [Bylaws] [and] [Certificate of Incorporation] and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; andWHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by [name of fund/sponsor] which Indemnitee and [name of fund/sponsor] intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s wil lingness to serve on the Board.NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an [officer] [director] from and after the date hereof, the parties hereto agree as follows:1.Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof.[Comment: Sections 1 and 2 of the agreement contain the basic indemnificationobligations of the agreement. Section 1 provides for indemnification thatessentially tracks Section 145, while Section 2 provides for broaderindemnification (e.g., by providing for indemnification of judgments, penaltiesand amounts paid in settlement of derivative actions). The overlap in coverage ofthe two sections is intentional. Indemnification under Section 1 is designed to beavailable even if a Delaware court does not allow indemnification under Section2 in a particular instance.Section 1 essentially requires indemnification to the fullest extent permitted orrequired under Section 145. Thus, Section 1 makes mandatory indemnificationthat is permissive under Sections 145(a) and (b). Note that Section 1 does notmake mandatory a determination under Section 145(d) that the applicablestandard of conduct has been satisfied. Therefore, even though mandatory,indemnification under Sections 1(a) and (b) is subject to a determination underSection 145(d) and Section 6(b) that the applicable standard has been satisfied.](a)Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.[Comment: Section 145(a) permits indemnification of officers, directors, employees or agents for attorneys’ fees and other expenses as well as for judgments or amounts paid in settlement in civil cases. As noted above, Section 145(a) applies only to third-party actions and not to derivative actions. The person seeking indemnification must have acted in good faith and in a manner reasonably believed to be in the best interests of, or not opposed to the best interests of, the corporation in connection with the claim made against such person. In criminal cases, the indemnitee may be indemnified for fines and costs provided that, in addition to the foregoing standard of conduct, the indemnitee must not have had reasonable cause to believe that indemnitee’s conduct was unlawful. Section 1(a) of the Agreement essentially tracks Section 145(a), except that it makes indemnification mandatory rather than permissive.The distinction between third-party and derivative actions is critical to understanding the statutory framework. A derivative action is an action brought by a stockholder on behalf of the corporation to redress a wrong done by someone to the corporation. Therefore, the derivative action must be based upon an alleged injury to the corporation which caused harm to the corporation itself, and to the stockholder only derivatively through their ownership of stock in the corporation. In some cases, there can be uncertainty as to whether a particular action constitutes a derivative action (i.e., to address a breach of a duty to the corporation) or a third-party action (i.e., a direct harm to the third party plaintiff). Proceedings that allege breach of fiduciary duties of officers and directors to the corporation often are derivative actions, and actions against officers and directors for violations of federal securities laws (e.g., actions alleging a violation of Section 11 of the 1933 Act in connection with a public offering of securities or Rule 10b-5 in connection with an offer or sale of securities) would normally be third-party actions. Therefore, absent public policy concerns, an action against a director or officer alleging federal securities law liability would fall within the relatively favorable third-party indemnification provisions of Section 145(a). As noted above, Section 145(a) permits indemnity even if the director or officer loses the case, so long as the indemnitee meets the applicable standard following a determination pursuant to Section 145(d).The SEC has taken the position, however, that even if a director or officer meets the relevant standard of conduct for indemnification under corporate law, corporate indemnification for liabilities arising under the 1933 Act is against public policy. In addition, courts have held that indemnification for violations of either the 1933 Act or the 1934 Act is contrary to public policy, at least for violations based upon culpable behavior greater than ordinary negligence. These public policy limitations may apply to a variety of sources of liability under the 1933 Act and 1934 Act, including (i) Section 12 of the 1933 Act for offers and sales of securities, (ii) Rule 10b-5 of the 1934 Act for violation of antifraud provisions, (iii) Section 16(b) of the 1934 Act for short–swing trading profits, (iv) Section 15 of the 1933 Act and Section 20 of the 1934 Act for liability of control persons and Section 18 of the 1934 Act for misleading statements. Thus, even though otherwise permissible under Section 145(a), indemnification may becontrary to the public policy underlying the federal securities laws and thereforeunenforceable. These potential limitations on indemnity underscore theimportance of having separate D&O Insurance coverage.](b)Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemni tee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.[Comment: Section 145(b) permits indemnification of directors, officers,employees and agents for attorneys’ fees and other expenses in derivative actionsbut not for judgments, fines or amounts paid in settlement of such actions.However, in a proceeding where the individual is adjudged to be liable to thecorporation, Section 145(b) does not permit indemnification even for expensesunless and to the extent that an appropriate court determines that, in view of allthe circumstances, the individual is fairly and reasonably entitled toindemnification for such expenses. Thus, indemnification for derivative actions issignificantly more limited than for third-party actions. The rationale for thisdistinction is that any liability in a derivative action is to make the corporation(on whose behalf the action was brought) whole for harm it suffered, and thecorporation would not receive any benefit by indemnifying an individual againstsuch liability. In effect, the corporation would be returning funds to the personliable to pay them. As with Section 1(a), Section 1(b) essentially tracks Section145(b), except that it makes indemnification mandatory rather than permissible.Note that by eliminating or limiting a director’s exposure to financial liability forbreaches of certain classes of fiduciary duties, Section 102(b)(7) may reduceexposure for claims that would otherwise result in derivative actions and therebyovercome some of the limitations on indemnification in Section 145(b).](c)Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and withoutlimitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.[Comment: Section 145(c) requires the corporation to indemnify a director orofficer for attorney’s fees and other expenses actually and reasonably incurred inconnection with a proceeding referred to in Sections 145(a) or (b) to the extentthat the indemnitee is “successful on the merits or otherwise.” In other words, anindemnitee is entitled to indemnification for reasonable expenses to the extentsuccessful on the merits, even if the indemnitee is su ccessful for “technical”reasons. Section 1(c) essentially tracks Section 145(c), except that it explicitlyaddresses the situation where the indemnitee is partially successful by providingthat an indemnitee is entitled to indemnification for expenses incurred withrespect to successfully resolved claims.][(d) Indemnification of Appointing Stockholder. [If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), and (ii) t he Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing Stockholder's involvement in the Proceeding (A) arises primarily out of, or relates to, any action taken by the Company that was approved by the Company’s Board, and (B) arises out of facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis of claims that have been, could have been or could be brought against the Indemnitee in a Proceeding, regardless of whether the legal basis of the claims against the Indemnitee and the Appointing Stockholder are the same or similar, then the Appointing Stockholder shall be entitled to all of the indemnification rights and remedies under this Agreement pursuant to this Agreement as if the Appointing Stockholder were the Indemnitee. ][If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the App ointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Appointing St ockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.][If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”),and (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder's position as a stockholder of, or lender to, the Company, or Appointing Stockholder's appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of。

PRODUCT INDEMNIFICATION AGREEMENT产品赔偿协议YANTAI WARRIOR MACHINERY CO. LTD. whose address is No. 47 HAIYANG ROAD, SHANDONG, HIAYANG CITY, CHINA, (“COMPANY”) owns all intellectual property and other rights and interests in any and all products that Central Purchasing, LLC/ Harbor Freight Tools may purchase from Company in the future (collectively, the "Products"). 烟台勇士机械有限公司（公司的地址是：山东省，海阳市，海阳路47号）拥有CPI/HFT将来所购买本公司（烟台勇士机械有限公司）的所有产品的知识产权、其它的权利和利益。

In consideration of Central Purchasing, LLC / Harbor Freight Tools agreement to purchase the Product, and for other good and valuable consideration the receipt, adequacy and sufficiency of which is hereby acknowledged, Company agrees as follows:考虑到CPI/HFT同意从我司（烟台勇士机械有限公司）购买所有产品、其它的商品以及其它的有价等偿，我们特此承认它的充分性和充足性，本公司同意如下：Company represents and warrants that it does not know of any patents, trademarks or other intellectual property rights of third parties covering the Products and that the Products will not infringe any patent, trademark, copyright or other intellectual property right of third parties.公司的代表和股东，他们不能侵犯任何第三方产品所覆盖的专利权、商标权或者其它的知识产权，另外我司的产品也不能侵犯任何第三方的专利权、商标权、版权以及其它的知识产权。