Indemnity for Directors Short Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

INDEMNITY AGREEMENT

This Indemnity Agreement ('Agreement') is made and entered into effective this {{day}} day of {{month}}, {{year}}, by and between:

{{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as the 'Company'); and

{{director_name}}, an adult individual residing at {{director_address}} (hereinafter referred to as the 'Director').

RECITALS

WHEREAS, the Director currently serves or will serve as a director of the Company;

WHEREAS, the Company desires to indemnify and protect the Director against certain liabilities and expenses arising from their service to the Company, to the fullest extent permitted by applicable law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

INDEMNIFICATION

The Company shall indemnify and hold harmless the Director to the fullest extent permitted by the laws of {{jurisdiction}} against all expenses, liabilities, and losses (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes, and penalties) reasonably incurred or suffered by the Director in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (each, a 'Proceeding'), to which the Director was, is, or is threatened to be made a party by reason of the fact that the Director is or was a director of the Company, provided that the Director acted in good faith and in a manner the Director reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Director's conduct was unlawful.

ADVANCEMENT OF EXPENSES

The Company shall advance all reasonable expenses incurred by the Director in defending any Proceeding in advance of its final disposition, provided that the Director undertakes to repay such amounts if it is ultimately determined that the Director is not entitled to be indemnified by the Company under this Agreement or applicable law.

EXCLUSIONS

Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Director for any expenses, liabilities, or losses arising from:

a. The Director's willful misconduct, gross negligence, or fraudulent act;

b. Any claim initiated by the Director without the prior approval of the Board of Directors of the Company, except for claims for indemnification or advancement of expenses in accordance with this Agreement;

c. Any amount paid in settlement of a Proceeding if such settlement is not approved in advance by the Company.

TERM AND TERMINATION

This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Director's heirs and legal representatives. This Agreement shall continue in full force and effect as long as the Director is or may be subject to any Proceeding by reason of the Director's service to the Company, regardless of whether the Director has ceased to be a director at the time of such Proceeding.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the parties. No modification, alteration, or amendment of this Agreement shall be valid unless in writing and signed by both parties.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FOR THE COMPANY:

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

DIRECTOR:

_____________________________

Name: {{director_name}}