Exhibit 10.24
[FORM OF]
▇▇▇▇▇▇ INTERACTIVE ENTERTAINMENT LIMITED
INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
This Indemnification Agreement (this "AGREEMENT") is entered into as of the
___ day of __________, 200_ by and between ▇▇▇▇▇▇ Interactive Entertainment
Limited (the "COMPANY") and the director/officer of the Company identified on
the signature page hereto (the "INDEMNITEE").
R E C I T A L S
A. The Company recognizes the continued difficulty in obtaining liability
insurance for its directors, officers, employees, controlling persons,
fiduciaries and other agents and affiliates, the significant increases in the
cost of such insurance and the general reductions in the coverage of such
insurance.
B. The Company further recognizes the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, controlling
persons, fiduciaries and other agents and affiliates to expensive litigation
risks at the same time as the availability and coverage of liability insurance
has been severely limited.
C. The current protection available to directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates of the Company
may not be adequate under the present circumstances, and directors, officers,
employees, controlling persons, fiduciaries and other agents and affiliates of
the Company (or persons who may be alleged or deemed to be the same), including
the Indemnitee, may not be willing to continue to serve or be associated with
the Company in such capacities without additional protection.
D. The Company (i) desires to attract and retain the involvement of
highly qualified persons, such as the Indemnitee, to serve and be associated
with the Company, and (ii) accordingly, wishes to provide for the
indemnification and advancement of expenses to the Indemnitee to the maximum
extent permitted by law.
NOW, THEREFORE, the Company and the Indemnitee hereby agree as follows:
1. Indemnification.
(a) Indemnification of Expenses. In the event that the
Indemnitee or any Affiliated Person of the Indemnitee was or is or becomes a
party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in any Claim by reason of (or arising in part
out of) the occurrence of any Indemnification Event, the Company shall indemnify
and hold harmless the Indemnitee and his/her such Affiliated Person to the
fullest extent permitted by law against any and all Expenses. The Company shall
make the indemnification payment as soon as practicable but in any event no
later than ten (10) days after written demand by the Indemnitee therefor is
presented to the Company; provided that customary documentation supporting such
payment, in a form reasonably acceptable to the Company in accordance with its
internal accounting procedures, must be provided to the Company before any
indemnification payment is made.
(b) Contribution. If the indemnification provided for in Section
1(a) above for any reason is held by a court of competent jurisdiction to be
unavailable to the Indemnitee in respect of any losses, claims, damages,
expenses or liabilities referred to therein, then the Company, in lieu of
indemnifying the Indemnitee, shall contribute to the amount paid or payable by
the Indemnitee as a result of such losses, claims, damages, expenses or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company (including its Subsidiaries and Consolidated
Entities) and the Indemnitee from the transaction or occurrence that the action
or inaction leading to the Indemnification Event related to, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company
(including its
Subsidiaries and Consolidated Entities) and the Indemnitee in connection with
the action or inaction which resulted in such losses, claims, damages, expenses
or liabilities, as well as any other relevant equitable considerations. In
connection with the registration of securities of the Company or any of its
Subsidiaries, the relative benefits received by the Company (including its
Subsidiaries and Consolidated Entities) and the Indemnitee shall be deemed to be
in the same respective proportions that the net proceeds from the offering
(before deducting expenses) received by the Company (including its Subsidiaries
and Consolidated Entities) and the Indemnitee, in each case as set forth in the
table contained in the applicable prospectus, bear to the aggregate public
offering price of the securities so offered. In connection with the registration
of securities of the Company or any of its Subsidiaries, the relative fault of
the Company (including its Subsidiaries and Consolidated Entities) and the
Indemnitee shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
(including its Subsidiaries and Consolidated Entities) or the Indemnitee and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Indemnitee agree that it would not be
just and equitable if contribution pursuant to this Section 1(b) were determined
by pro rata or per capita allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933, as amended (the "SECURITIES ACT")) shall be entitled to contribution from
any person who was not found guilty of such fraudulent misrepresentation.
(c) Survival Regardless of Investigation. The indemnification
and contribution provided for in this Section 1 will remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnitee.
(d) Change in Control. The Company agrees that, if there is a
Change in Control of the Company, the Company shall, as a condition to
consummate any such Change in Control transactions, take necessary actions to
ensure that the Indemnitee stands in the same position under this Agreement with
respect to the resulting, surviving or changed corporation as the Indemnitee
would have with respect to the Company if its separate existence had continued
or if there had been no Change in Control of the Company.
(e) Mandatory Payment of Expenses. Notwithstanding any other
provision of this Agreement other than Section 8 hereof, to the extent that the
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in the defense of any
action, suit, proceeding, inquiry or investigation referred to in Section (1)(a)
hereof or in the defense of any claim, issue or matter therein, the Indemnitee
shall be indemnified against all Expenses incurred by the Indemnitee in
connection therewith; provided that customary documentation supporting such
indemnification, in a form reasonably acceptable to the Company in accordance
with its internal accounting procedures, must be provided to the Company before
any indemnification payment is made.
2. Expenses; Indemnification Procedure.
(a) Advancement of Expenses. The Company shall advance all
Expenses incurred by the Indemnitee. The advancement to be made hereunder shall
be paid by the Company to the Indemnitee as soon as practicable but in any event
no later than ten (10) days after written demand by the Indemnitee therefor is
presented to the Company; provided that customary
2
documentation supporting such advancement, in a form reasonably acceptable to
the Company in accordance with its internal accounting procedures, must be
provided to the Company before any advancement is made.
(b) Notice/Cooperation by Indemnitee. The Indemnitee shall, as a
condition precedent to the Indemnitee's right to be indemnified under this
Agreement, give the Company a notice in writing as soon as practicable of any
Claim made against the Indemnitee for which indemnification will or could be
sought under this Agreement. In addition, the Indemnitee shall give the Company
such information and cooperation as it may reasonably require and as shall be
within the Indemnitee's power.
(c) No Presumptions; Burden of Proof. For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that the
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. In connection with any determination as to whether
the Indemnitee is entitled to be indemnified hereunder, the burden of proof
shall be on the Company to establish that the Indemnitee is not so entitled.
(d) Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all reasonable actions to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.
(e) Assumption of Defense; Selection of Counsel. In the event
the Company shall be obligated hereunder to pay the Expenses of any Claim, the
Company shall be entitled to assume and control the defense of such Claim upon
the delivery to the Indemnitee of written notice of its election to do so. After
delivery of such notice, the Company will not be liable to the Indemnitee under
this Agreement for any fees of counsel subsequently incurred by the Indemnitee
with respect to the same Claim; provided that, (i) the Indemnitee shall have the
right to employ his/her own counsel in any such Claim at his/her own expense and
(ii) if (A) the employment of counsel by the Indemnitee has been previously
authorized by the Company, (B) the Indemnitee shall have reasonably concluded
that there is a material conflict of interest between the Company and the
Indemnitee in the conduct of any such defense, or (C) the Company shall not
continue to defend such Claim, then the fees and expenses of the Indemnitee's
counsel shall be at the expense of the Company. The Company shall have the right
to conduct such defense as it sees fit in its sole discretion, including the
right to settle any claim, action or proceeding against the Indemnitee without
the consent of the Indemnitee, provided such settlement includes a full release
of the Indemnitee by the claimant from all liabilities or potential liabilities
under such claim.
3. Additional Indemnification Rights; Nonexclusivity.
(a) Scope. The Company hereby agrees to indemnify the Indemnitee
to the fullest extent permitted by law, notwithstanding that such
indemnification may not be specifically authorized by other provisions of this
Agreement, the Company's Amended Memorandum and Articles of Association or by
statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of the Company to
indemnify a member of its Board of Directors or an officer, employee,
controlling person, agent or fiduciary, it is the intent of the parties hereto
that the Indemnitee shall enjoy by this Agreement the greater benefits afforded
by such change. In the event of any change in any applicable law, statute or
rule which narrows the right of the Company to indemnify a member of its Board
of Directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied
3
to this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.
(b) Nonexclusivity. The indemnification provided by this
Agreement shall be in addition to any rights to which the Indemnitee may be
entitled under the Company's Amended Memorandum and Articles of Association, any
agreement, any vote of shareholders or disinterested directors, the corporation
law of Cayman Islands, or otherwise. The indemnification provided under this
Agreement shall continue as to the Indemnitee for any action the Indemnitee took
or did not take while serving in an indemnified capacity even though the
Indemnitee may have ceased to serve in such capacity.
4. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment in connection with any Claim made against the
Indemnitee to the extent the Indemnitee has otherwise actually received payment
(under any insurance policy, the Company's Amended Memorandum and Articles of
Association or otherwise) of the amounts otherwise indemnifiable hereunder.
5. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for any portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for the portion of such Expenses to which the Indemnitee is entitled.
6. Mutual Acknowledgment. The Company and the Indemnitee acknowledge
that in certain instances, United States federal law, other applicable law or
applicable public policy may prohibit the Company from indemnifying its
directors, officers, employees, controlling persons, fiduciaries or other agents
or affiliates under this Agreement or otherwise. The Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the United States Securities and Exchange Commission to submit
the question of indemnification to a court in certain circumstances for a
determination of the Company's rights under public policy to indemnify the
Indemnitee.
7. Liability Insurance. To the extent the Company maintains
liability insurance applicable to its directors, officers, employees,
controlling persons, fiduciaries or other agents and affiliates, the Indemnitee
shall be covered by such policies in such a manner as to provide to the
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company's directors, if the Indemnitee is a director, or of the
Company's officers, if the Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, controlling persons, fiduciaries or
other agents or affiliates, if the Indemnitee is not an officer or director but
is a key employee, controlling person, fiduciary, agent or affiliate.
8. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:
(a) Excluded Action or Omissions. To indemnify the Indemnitee
for any intentional malfeasance by the Indemnitee or any act undertaken by the
Indemnitee where the Indemnitee did not in good faith believe that the
Indemnitee was acting in the best interests of the Company, or for any other
acts, omissions or transactions from which the Indemnitee may not be relieved of
liability under applicable law;
(b) Claims Initiated by Indemnitee. To indemnify or advance
Expenses to the Indemnitee with respect to Claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, except (i) with respect
to actions or proceedings to establish or enforce a right to indemnify under
this Agreement or any other agreement or insurance policy or under the Company's
Amended Memorandum and Articles of Association now or hereafter in effect
relating to Claims for
4
indemnification Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim;
(c) Lack of Good Faith. To indemnify the Indemnitee 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 any of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or
(d) Claims Under Section 16(b). To indemnify the Indemnitee for
Expenses and the payment of profits arising from the purchase and sale by the
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any similar successor
statute, if and when applicable to the Company.
9. Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against the
Indemnitee, the Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.
10. Construction of Certain Phrases.
(a) For the purposes of this Agreement, an "AFFILIATED PERSON"
of the Indemnitee shall include any director, officer, employee, controlling
person (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act), agent or fiduciary of the Indemnitee, any shareholder of the
Company for whom Indemnitee serves as a director, officer, employee, controlling
person, agent or fiduciary, and any partnership, corporation, limited liability
company, association, joint stock company, trust or joint venture controlling,
controlled by or under common control with such a shareholder. For these
purposes, "CONTROL" means the possession, directly or indirectly, of the power
to direct management and policies of a person or entity, whether through the
ownership of voting securities, contract or otherwise.
(b) For purposes of this Agreement, a "CHANGE IN CONTROL" shall
be deemed to have occurred if, after the date hereof, (i) any "person" (as such
term in used in Sections 13(d) and 14(d) of the Exchange 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 shareholders of
the Company in substantially the same proportions as their ownership of the
Company's shares, (A) who is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding Voting Securities,
increases his/her beneficial ownership of such securities by 5% or more over the
percentage so owned by such person (except for acquisition of such securities by
the Company's existing shareholders or their affiliates who hold the Company's
shares, directly or indirectly, on the date hereof), or (B) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 30% of the
total voting power represented by the Company's then outstanding Voting
Securities (except for acquisition of such securities by the Company's existing
shareholders or their affiliates who hold the Company's shares, directly or
indirectly, on the date hereof), (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's shareholders was approved
by a vote of at least two-thirds 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 thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the
5
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 60% of the total voting
power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all of the
Company's assets.
(c) For purpose of this Agreement, a "CLAIM" shall mean any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, inquiry or investigation that the
Indemnitee in good faith believes might lead to the institution of any such
action, suit, proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other.
(d) For purposes of this Agreement, references to the "COMPANY"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify is directors, officers, employees,
agents, fiduciaries and other Affiliated Persons, so that if the Indemnitee is
or was a director, officer, employee, agent, controlling person, fiduciary or an
Affiliated Person of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee,
controlling person, agent or fiduciary or another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, the Indemnitee
shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation as the Indemnitee would have
with respect to such constituent corporation if its separate existence had
continued.
(e) For the purpose of this Agreement, "CONSOLIDATED ENTITY",
with respect to the Company, shall mean any entity the financial results of
which are consolidated with those of the Company in accordance with generally
accepted accounting principals in the United States, including but not limited
to Shanghai ▇▇▇▇▇▇ Networking Co., Ltd.
(f) For purpose of this Agreement, "EXPENSES" shall mean any and
all of the losses, claims, damages, expenses and liabilities, joint or several
(including attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in, any action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation) related to any Claim, judgments,
fines, penalties and amounts paid in settlement (if such settlement is approved
in advance by the Company) of any Claim and any federal, state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of
any payments under this Agreement, including all interest, assessments and other
charges paid or payable in connection with or in respect of such payments.
(g) For purpose of this Agreement, an "INDEMNIFICATION EVENT"
shall mean any event or occurrence related to the fact that the Indemnitee is or
was (or is alleged to be or to have been) a director, officer, employee,
controlling person, fiduciary or other agent or affiliate of the Company or any
of its Subsidiaries, or is or was (or is alleged to be or to have been) serving
at the request of the Company as a director, officer, employee, controlling
person, fiduciary or other agent or affiliate of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of the Indemnitee
while serving (or allegedly serving) in such capacity; it being understood that
Indemnification Events shall include, without limitation, Claims made under the
Securities Act, the Exchange Act, or any other United States federal or state,
or other statutory law or regulation, domestic or foreign (including, without
limitation, the laws of the Cayman Islands, the People's Republic of China or
Hong Kong S.A.R., as the case maybe), at common law or otherwise, which relate
directly or indirectly (i) to the registration,
6
purchase, sale or ownership of any securities of the Company or its
Subsidiaries, or (ii) to any fiduciary obligation owed with respect to the
Company, its Subsidiaries and its shareholders.
(h) For purpose of this Agreement, a "SUBSIDIARY" of the Company
shall mean an entity of which the shares representing more than 10% of the total
voting power are directly or indirectly held by the Company.
(i) For purposes of this Agreement, "VOTING SECURITIES" shall
mean any securities of the Company that vote generally in the election of
directors.
(j) For purposes of this Agreement, references to "OTHER
ENTERPRISES" shall include employee benefit plans; references to "FINES" shall
include any excise taxes assessed on the Indemnitee with respect to an employee
benefit plan; and references to "SERVING AT THE REQUEST OF THE COMPANY" shall
include any service as a director, office, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent, fiduciary or other Affiliated Person with respect to
an employee benefit plan, its participants or its beneficiaries.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
12. Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, 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 (and the Company
may assign its rights and obligations in connection with any such transaction
without the consent of the Indemnitee), spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to the
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. This Agreement shall continue in effect with
respect to Claims relating to Indemnification Events regardless of whether the
Indemnitee continues to serve as a director, officer, employee, agent,
controlling person, or fiduciary of the Company or of any other enterprise at
the Company's request.
13. Attorneys' Fees. In the event that any action is instituted by
the Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Indemnitee shall be entitled to be paid all Expenses incurred by
the Indemnitee with respect to such action, regardless of whether the Indemnitee
is ultimately successful in such action, and shall be entitled to the
advancement of Expenses with respect to such action, unless, as a part of such
action, a court of competent jurisdiction over such action determines that any
of the material assertions made by the Indemnitee as a basis for such action was
not made in good faith or was frivolous. In the event of an action instituted by
or in the name of the Company under this Agreement to enforce or interpret any
of the terms of this Agreement, the Indemnitee shall be entitled to be paid all
Expenses incurred by the Indemnitee in defense of such action (including
Expenses incurred with respect to the Indemnitee's counterclaims and
cross-claims made in such action), and shall be entitled to the advancement of
Expenses with respect to such action, unless, as a part of such action, a court
having jurisdiction over such action determines that any of the Indemnitee's
material defenses to such action was made in bad faith or was frivolous.
14. Notice. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective upon the earlier
of receipt or (a) five (5) days after deposit with the applicable postal
service, if delivered by first class mail, postage prepaid, (b) upon delivery,
if delivered by hand, (c) one business day after the business day of deposit
with Federal
7
Express or similar overnight courier, freight prepaid, or (d) one business day
after the day of delivery by facsimile transmission, if deliverable by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to the Indemnitee at the Indemnitee's address as set forth beneath
the Indemnitee's signature to this Agreement, and if to the Company at the
address of its principal corporate offices (attention: Chief Executive Officer)
or at such other address as such party may designate by ten days' advance
written notice to the other party hereto.
15. Severability. The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and 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 limitations, 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, illegal or
unenforceable.
16. Choice of Law. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
New York, United States, without regard to the conflict of laws principles
thereof.
17. 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 the Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suite to enforce such rights.
18. Amendment and Termination. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing and signed by both parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.
19. Integration and Entire Agreement. This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.
20. No Construction as Employment Agreement. Nothing contained in
this Agreement shall be construed as giving the Indemnitee any right to be
retained in the employ of the Company or any of its Subsidiaries.
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY ▇▇▇▇▇▇ INTERACTIVE ENTERTAINMENT LIMITED
a Cayman Islands corporation
By:
------------------------------
Title:
------------------------------
Address:
------------------------------
------------------------------
INDEMNITEE [NAME]
Signature:
------------------------------
Title:
------------------------------
Address:
------------------------------
9