Form L.7
EMPLOYEE INDEMNIFICATION AGREEMENT
Background: Certain employees of ______or of its subsidiaries (“Employer”) have signed “Confidential Memorandums” in the form attached hereto as Exhibit A (not attached) (each a “Memo”) with Customer (each an “Employee”). The employees signed such Memos in order to facilitate a possible transaction between Employer and ______(“Customer”).
Indemnification: Employerhereby agrees to indemnify and defend the Employee signing below against any claim, suits, or causes of action by Customerarising from any breach or claimed breach of his/her Memo subject to the following conditions:
1)The Employee acted in good faith and in a manner s/he reasonably believed would not be in violation of a Memo and had no reasonable cause to believe his/her conduct would be in violation of a Memo; and
2)Employee shall promptly, and in writing, notify Employer of any such claim made against Employee and/or Employer, and shall take action as may be necessary to avoid default or other adverse consequences until such time as Employer has a reasonable opportunity to assume the defense of the claim; and
3)In any claim wherein Employer shall have an obligation to defend under this section, Employer shall have the right to select counsel and to control such defense. Employee shall provide cooperation and participation as required for such defense, including providing any and all documentation and information as is reasonably available to Employee and is reasonably necessary to determine whether and to what extent Employee is entitled to indemnification.
Exclusions/ exceptions:
Employer shall have no obligation to indemnify or defend the Employee for any malicious, deliberate, willful, grossly negligent or intentional breach of a Memo.
Employer shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Employee or Customer has otherwise actually had made on behalf of, or received, such payment under any insurance policy, contract, agreement or otherwise.
Notwithstanding any other provision of this Agreement, Employee shall not be entitled to indemnification under this Agreement:
1)With respect to remuneration paid to Employee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or
2)If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.
Reservation: Employer agrees to indemnify the Employee as noted above subject to the right to, and Employer for and on behalf of Employer, hereby reserves the right to pursue recovery, breach of contract, or any other cause of action it/they may have against such Employee(s) with regard to any such indemnification or claim of breach by Customer, including the right to pursue any action under an Employment Agreement with Employer or Employeror the like signed by such Employee(s). Employee agrees that Employer may assign any and all rights under an Employment Agreement or the like to Employer for purposes of fully exercising for itself and for Employer this reservation of rights.
Duration: All agreements and obligations of Employer contained herein shall commence upon the signing of the Memo by the Employee and shall continue during the period the Employee is an employee of Employerassigned to the transaction with Customer giving rise to the Employee’s Memo and shall continue thereafter so long as Employee shall be subject to any proceeding commenced under the Memo signed by the Employee.
Notices: All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed. or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:
(a)If to Employee, to the address set forth below Employee signature hereto.
(b)If to Employer to:
Street Address
City, State Zip Code
Attention: Legal Department
or to such other address as may have been furnished to Employee by Employer or to Employer by Employee, as the case may be.
Agreed:
EMPLOYER EMPLOYEE
______
(Signature)(Signature)
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