Director Indemnity Agreement

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Director Indemnity Agreement

In consideration of the Director acting as a director of _____________("Corporation"), the Corporation agrees:

1. To indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any civil, criminal or administrative action or proceeding to which the Director is made a party by reason of the Director being or having been a director or officer of the Corporation; and

2. To undertake to obtain the approval of a court, if required, to indemnify and save harmless the Director from and against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Director in respect of any action by or behalf of the Corporation to procure a judgment in its favor to which the Director is made a party by reason of being or having been a director or officer of the Corporation, except where the Director has failed to act honestly and in good faith with a view to the best interests of the Corporation or, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, where the Director did not have reasonable grounds for believing that his conduct was lawful.

This Indemnity shall inure to the benefit of the Director and his heirs, executors, administrators and other legal representatives and shall be binding upon the Corporation and its respective heirs, executors, successors and assigns.

_______________________ ________________________

CEO & President Director:

_______________________

Date