WESTSIDE ENERGY CORPORATION INDEMNIFICATION AGREEMENT
WESTSIDE
ENERGY CORPORATION
THIS
INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of
the
____ day of _____________________, 200___ by and between Westside Energy
Corporation, , a Nevada corporation (the "Corporation"), and
________________________ ("Indemnitee").
WITNESSETH:
WHEREAS,
Indemnitee is currently serving or is about to begin serving as a director
and/or an Officer of the Corporation and/or in another Corporate Status, and
Indemnitee is willing, subject to, among other things, the Corporation's
execution and performance of this Agreement, to continue in or assume such
capacity or capacities; and
WHEREAS,
the Bylaws of the Corporation provide that the Corporation shall indemnify
and
may advance expenses to all directors and Officers of the Corporation in the
manner set forth therein, and the Corporation's Certificate of Incorporation
provides for limitation of liability for directors; and
WHEREAS,
in order to induce Indemnitee to provide services as contemplated hereby, the
Corporation has deemed it to be in its best interest to enter into this
Agreement with Indemnitee;
NOW,
THEREFORE, in consideration of Indemnitee's agreement to provide services to
the
Corporation and/or certain of its affiliates as contemplated hereby, the mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
stipulate and agree as follows;
ARTICLE
I
CERTAIN
DEFINITIONS
As
used
herein, the following words and terms shall have the following respective
meanings (whether singular or plural):
"Certificate
of Incorporation" means the Amended and Restated Certificate of Incorporation
of
the Corporation (as it may be further amended or restated from time to
time).
"Change
of Control" means:
(i) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (1)
the
then outstanding shares of common stock of the Corporation (the "Outstanding
Corporation Common Stock") or (2) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally
in
the election of directors (the "Outstanding Corporation Voting Securities");
provided however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: (A) any acquisition
directly from the Corporation, (B) any acquisition by the Corporation, (C)
any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any entity controlled by the Corporation or
(D)
any acquisition by any entity pursuant to a transaction which complies with
clauses (1), (2) and (3) of subsection (iii) of this definition; or
(ii) Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporation's stockholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of
a
Person other than the Board; or
(iii)
Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity that as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one
or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may
be,
(2) no Person (excluding any entity resulting from such Business Combination
or
any employee benefit plan (or related trust) of the Corporation or such entity
resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then outstanding shares of common
equity of the entity resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such entity except
to
the extent that such ownership existed prior to the Business Combination, and
(3) at least a majority of the members of the board of directors of the
corporation, or the similar managing body of a non-corporate entity, resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
11
(iv)
Approval by the stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation, other than a liquidation or dissolution in
connection with a transaction to which subsection (iii) applies.
"Corporate
Status" describes the status of Indemnitee as a director, Officer, employee,
agent or fiduciary of the Corporation or of any other corporation, partnership,
limited liability company, association, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the request of
the
Corporation.
"Court"
means any district court of the State of Nevada or any other court of competent
jurisdiction.
"Designated
Professional Capacity" shall include, but not be limited to, a physician, nurse,
psychologist or therapist, registered surveyor, registered engineer, registered
architect, attorney, certified public accountant or other person who renders
such professional services within the course and scope of his employment, who
is
licensed by appropriate regulatory authorities to practice such profession
and
who, while acting in the course of such employment, committed or is alleged
to
have committed any negligent acts, errors or omissions in rendering such
professional services at the request of the Corporation or pursuant to his
employment (including, without limitation, rendering written or oral opinions
to
third parties).
"NRS"
means the Nevada Revised Statutes.
"Expenses"
shall include all reasonable attorneys' fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, or being or preparing to be a witness in a
Proceeding.
"Independent
Counsel" means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the five years
previous to his selection or appointment has been, retained to represent: (i)
the Corporation or Indemnitee in any matter material to either such party or
(ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder.
"Matter"
is a claim, a material issue or a substantial request for relief.
"Officer"
means the president, the treasurer, the secretary, and each vice president
of
the Corporation and any other corporation, partnership, limited liability
company, association, joint venture, trust, employee benefit plan or other
enterprise for which such person is or was serving in such position at the
request of the Corporation (and all variants of the preceding positions such
as
assistant treasurer, assistant secretary, senior vice president, and similar
modifications), in each case elected or appointed pursuant to proper corporate
authority, and each other person designated by the President of the Corporation
from time to time as constituting an "Officer."
"Proceeding"
includes any action, suit, arbitration, alternate dispute resolution mechanism,
investigation administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative, except one initiated by Indemnitee
pursuant to Section 6.1 (Adjudication) of this Agreement to enforce his rights
under this Agreement.
ARTICLE
II
SERVICES
BY INDEMNITEE
Section
2.1. Services by Indemnitee.
Indemnitee agrees to serve or continue to serve in his current capacity or
capacities as a director, Officer, employee, agent or fiduciary of the
Corporation. Indemnitee may also serve, as the Corporation may reasonably
request from time to time, as a director, Officer, employee, agent or fiduciary
of any other corporation, partnership, limited liability company, association,
joint venture, trust, employee benefit plan or other enterprise in which the
Corporation has an interest. Indemnitee and the Corporation each acknowledge
that they have entered into this Agreement as a means of inducing Indemnitee
to
serve the Corporation in such capacities. Indemnitee may at any time and for
any
reason resign from such position or positions (subject to any other contractual
obligation or any obligation imposed by operation of law). The Corporation
shall
have no obligation under this Agreement to continue Indemnitee in any such
position for any period of time and shall not be precluded by the provisions
of
this Agreement from removing Indemnitee from any such position at any
time.
ARTICLE
III
INDEMNIFICATION
Section
3.1. General.
The
Corporation shall, to the fullest extent permitted by applicable law in effect
on the date hereof, and to such greater extent as applicable law may thereafter
permit, indemnify and hold Indemnitee harmless from and against any and all
losses, liabilities, claims, damages and, subject to Section 3.2 (Expenses),
Expenses, whatsoever arising out of any event or occurrence related to the
fact
that Indemnitee is or was a director or an Officer (including as an Officer
acting in his Designated Professional Capacity) of the Corporation or is or
was
serving in another Corporate Status.
Section
3.2. Expenses.
If
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 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 any Matter in such
Proceeding, the Corporation shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf relating to such
Matter. The termination of any Matter in such a Proceeding by dismissal, with
or
without prejudice, shall be deemed to be a successful result as to such Matter.
To the extent that the Indemnitee is, by reason of his Corporate Status, a
witness in any Proceeding, he shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection
therewith.
ARTICLE
IV
ADVANCEMENT
OF EXPENSES
Section
4.1. Advances.
In the
event of any threatened or pending action, suit or proceeding in which
Indemnitee is a party or is involved and that may give rise to a right of
indemnification under this Agreement, following written request to the
Corporation by Indemnitee, the Corporation shall promptly pay to Indemnitee
amounts to cover expenses reasonably incurred by Indemnitee in such proceeding
in advance of its final disposition upon the receipt by the Corporation of
(i) a
written undertaking executed by or on behalf of Indemnitee providing that
Indemnitee will repay the advance if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Corporation as provided
in
this Agreement and (ii) satisfactory evidence as to the amount of such
expenses.
Section
4.2. Repayment of Advances or Other Expenses.
Indemnitee agrees that Indemnitee shall reimburse the Corporation for all
expenses paid by the Corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding against Indemnitee
in
the event and only to the extent that it shall be determined pursuant to the
provisions of this Agreement or by final judgment or other final adjudication
under the provisions of any applicable law that Indemnitee is not entitled
to be
indemnified by the Corporation for such expenses.
ARTICLE
V
PROCEDURE
FOR DETERMINATION OF
ENTITLEMENT
TO INDEMNIFICATION
Section
5.1. Request for Indemnification.
To
obtain indemnification, Indemnitee shall submit to the Secretary of the
Corporation a written claim or request. Such written claim or request shall
contain sufficient information to reasonably inform the Corporation about the
nature and extent of the indemnification or advance sought by Indemnitee. The
Secretary of the Corporation shall promptly advise the Board of Directors of
such request.
Section
5.2. Determination of Entitlement; No Change of Control.
If
there has been no Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined
in
accordance with Section 78.7502 of the NRS. If entitlement to indemnification
is
to be determined by Independent Counsel, the Corporation shall furnish notice
to
Indemnitee within 10 days after receipt of the request for indemnification,
specifying the identity and address of Independent Counsel. The Indemnitee
may,
within 14 days after receipt of such written notice of selection, deliver to
the
Corporation a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of Independent Counsel and the objection shall set forth
with particularity the factual basis for such assertion. If there is an
objection to the selection of Independent Counsel, either the Corporation or
Indemnitee may petition the Court for a determination that the objection is
without a reasonable basis and/or the appointment of Independent Counsel
selected by the Court.
Section
5.3. Determination of Entitlement; Change of Control.
If
there has been a Change of Control at the time the request for indemnification
is submitted, Indemnitee's entitlement to indemnification shall be determined
in
a written opinion by Independent Counsel selected by Indemnitee. Indemnitee
shall give the Corporation written notice advising of the identity and address
of the Independent Counsel so selected. The Corporation may, within seven days
after receipt of such written notice of selection, deliver to the Indemnitee
a
written objection to such selection. Indemnitee may, within five days after
the
receipt of such objection from the Corporation, submit the name of another
Independent Counsel and the Corporation may, within seven days after receipt
of
such written notice of selection, deliver to the Indemnitee a written objection
to such selection. Any objections referred to in this Section 5.3 may he
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of Independent Counsel and such objection shall set forth
with particularity the factual basis for such assertion. Indemnitee may petition
the Court for a determination that the Corporation's objection to the first
and/or second selection of Independent Counsel is without a reasonable basis
and/or for the appointment as Independent Counsel of a person selected by the
Court.
Section
5.4. Procedures of Independent Counsel.
If a
Change of Control shall have occurred before the request for indemnification
is
sent by Indemnitee, Indemnitee shall be presumed (except as otherwise expressly
provided in this Agreement) to be entitled to indemnification upon submission
of
a request for indemnification in accordance with Section 5.1 (Request for
Indemnification) of this Agreement, and thereafter the Corporation shall have
the burden of proof to overcome the presumption in reaching a determination
contrary to the presumption. The presumption shall be used by Independent
Counsel as a basis for a determination of entitlement to indemnification unless
the Corporation provides information sufficient to overcome such presumption
by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the
presumption should not apply.
Except
in
the event that the determination of entitlement to indemnification is to be
made
by Independent Counsel, if the person or persons empowered under Section 5.2
(Determination of Entitlement; No Change of Control) or 5.3 (Determination
of
Entitlement; Change of Control) of this Agreement to determine entitlement
to
indemnification shall not have made and furnished to Indemnitee in writing
a
determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall
be
deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact
in
connection with the request for indemnification or such indemnification is
prohibited by applicable law. The termination of any Proceeding or of any Matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed
to
the best interests of the Corporation, and, with respect to any criminal action
or Proceeding, had no reasonable cause to believe his conduct was unlawful.
A
person who acted in good faith and in a manner he reasonably believed to be
in
the interest of the participants and beneficiaries of an employee benefit plan
of the Corporation shall be deemed to have acted in a manner not opposed to
the
best interests of the Corporation.
For
purposes of any determination hereunder, a person shall be deemed to have acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or Proceeding, had no reasonable cause to believe his conduct
was unlawful, if his action is based on the records or books of account of
the
Corporation or another enterprise or on information supplied to him by the
Officers of the Corporation or another enterprise in the course of their duties
or on the advice of legal counsel for the Corporation or another enterprise
or
on information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser
or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section shall mean
any
other corporation or any partnership, limited liability company, association,
joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as a director,
Officer, employee or agent. The provisions of this paragraph shall not be deemed
to be exclusive or to limit in any way the circumstances in which an Indemnitee
may be deemed to have met the applicable standards of conduct for determining
entitlement to rights under this Agreement.
Section
5.5. Independent Counsel Expenses.
The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel incurred acting pursuant to this Article and in any proceeding to which
it is a party or witness in respect of its investigation and written report
and
shall pay all reasonable fees and expenses incident to the procedures in which
such Independent Counsel was selected or appointed. No Independent Counsel
may
serve if a timely objection has been made to his selection until a Court has
determined that such objection is without a reasonable basis.
ARTICLE
VI
CERTAIN
REMEDIES OF INDEMNITEE
Section
6.1. Adjudication.
In the
event that (i) a determination is made pursuant to Section 5.2 (Determination
of
Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change
of Control) hereof that Indemnitee is not entitled to indemnification under
this
Agreement; (ii) advancement of Expenses is not timely made pursuant to Section
4.1 (Advances) of this Agreement; (iii) Independent Counsel has not made and
delivered a written opinion determining the request for indemnification (a)
within 90 days after being appointed by the Court, or (b) within 90 days after
objections to his selection have been overruled by the Court or (c) within
90
days after the time for the Corporation or Indemnitee to object to his
selection; or (iv) payment of indemnification is not made within five days
after
a determination of entitlement to indemnification has been made or deemed to
have been made pursuant to Section 5.2 (Determination of Entitlement, No Change
of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.4
(Procedures of Independent Counsel) of this Agreement, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Nevada,
or
in any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. In the event that a determination
shall have been made that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall
be conducted in all respects as a de novo trial on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination. If a Change
of
Control shall have occurred, in any judicial proceeding commenced pursuant
to
this Section 6.1, the Corporation shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the
case may be. If a determination shall have been made or deemed to have been
made
that Indemnitee is entitled to indemnification, the Corporation shall be bound
by such determination in any judicial proceeding commenced pursuant to this
Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material
fact in connection with the request for indemnification, or such indemnification
is prohibited by law.
The
Corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant to this Section 6.1 that the procedures and presumptions
of
this Agreement are not valid, binding and enforceable, and shall stipulate
in
any such proceeding that the Corporation is bound by all provisions of this
Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks
a
judicial adjudication to enforce his rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and all
Expenses actually and reasonably incurred by him in such judicial adjudication,
but only if he prevails therein. If it shall be determined in such judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall
be
appropriately prorated.
ARTICLE
VII
PARTICIPATION
BY THE CORPORATION
Section
7.1. Participation by the Corporation.
With
respect to any such claim, action, suit, proceeding or investigation as to
which
Indemnitee notifies the Corporation of the commencement thereof: (a) the
Corporation will be entitled to participate therein at its own expense; and
(b)
except as otherwise provided below, to the extent that it may wish, the
Corporation (jointly with any other indemnifying party similarly notified)
will
be entitled to assume the defense thereof, with counsel reasonably satisfactory
to Indemnitee. After receipt of notice from the Corporation to Indemnitee of
the
Corporation's election so to assume the defense thereof, the Corporation will
not be liable to Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof
other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ his own counsel in such action, suit,
proceeding or investigation but the fees and expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof
shall
be at the expense of Indemnitee unless (i) the employment of counsel by
Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have
reasonably concluded that there is a conflict of interest between the
Corporation and Indemnitee in the conduct of the defense of such action or
(iii)
the Corporation shall not in fact have employed counsel to assume the defense
of
such action, in each of which cases the fees and expenses of counsel employed
by
Indemnitee shall be subject to indemnification pursuant to the terms of this
Agreement provided that the Corporation shall not be entitled to assume the
defense of any action, suit, proceeding or investigation brought in the name
of
or on behalf of the Corporation or as to which Indemnitee shall have made the
conclusion provided for in clause (ii) of this sentence. The Corporation shall
not be liable to indemnify Indemnitee under this Agreement for any amounts
paid
in settlement of any action or claim effected without its written consent,
which
consent shall not be unreasonably withheld. The Corporation shall not settle
any
action or claim in any manner that would impose any limitation or unindemnified
penalty on Indemnitee without Indemnitee's written consent, which consent shall
not be unreasonably withheld.
ARTICLE
VIII
MISCELLANEOUS
Section
8.1. Nonexclusivity of Rights.
The
rights of indemnification and advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled to under applicable law, the Certificate of
Incorporation, the Corporation's Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal
of this Agreement or any provision hereof shall be effective as to any
Indemnitee for acts, events and circumstances that occurred, in whole or in
part, before such amendment, alteration or repeal. The provisions of this
Agreement shall continue as to an Indemnitee whose Corporate Status has ceased
for any reason and shall inure to the benefit of his heirs, executors and
administrators.
11
Section
8.2. Insurance
and Subrogation.
The
Corporation shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if, but only to the extent that,
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.
In
the
event of any payment hereunder, the Corporation shall be subrogated to the
extent of such payment to all the rights of recovery of Indemnitee, who shall
execute all papers required and take all action reasonably requested by the
Corporation to secure such rights, including execution of such documents as
are
necessary to enable the Corporation to bring suit to enforce such
rights.
Section
8.3. Acknowledgment
of Certain Matters.
Both
the Corporation and Indemnitee acknowledge that in certain instances, applicable
law or public policy may prohibit indemnification of Indemnitee by the
Corporation under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Corporation has undertaken or may be required in the
future to undertake, by the Securities and Exchange Commission, to submit the
question of indemnification to a court in certain circumstances for a
determination of the Corporation's right under public policy to indemnify
Indemnitee.
Section
8.4. Amendment.
This
Agreement may not be modified or amended except by a written instrument executed
by or on behalf of each of the parties hereto.
Section
8.5. Waivers.
The
observance of any term of this Agreement may be waived (either generally or
in a
particular instance and either retroactively or prospectively) by the party
entitled to enforce such term only by a writing signed by the party against
which such waiver is to be asserted. Unless otherwise expressly provided herein,
no delay on the part of any party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver
on
the part of any party hereto of any right, power or privilege hereunder operate
as a waiver of any other right, power or privilege hereunder nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.
Section
8.6. Entire Agreement.
This
Agreement and the documents referred to herein constitute the entire agreement
between the parties hereto with respect to the matters covered hereby, and
any
other prior or contemporaneous oral or written understandings or agreements
with
respect to the matters covered hereby are superseded by this
Agreement.
Section
8.7 Severability.
If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or
impaired thereby; and, to the fullest extent possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested
by
the provision held invalid, illegal or unenforceable.
Section
8.8. Certain Actions For Which Indemnification Is Not
Provided.
Notwithstanding any other provision of this Agreement, Indemnitee shall not
be
entitled to indemnification or advancement of Expenses under this Agreement
with
respect to any Proceeding, or any Matter therein, brought or made by Indemnitee
against the Corporation.
11
Section
8.9. Notices.
Promptly after receipt by Indemnitee of notice of the commencement of any
action, suit or proceeding, Indemnitee shall, if he anticipates or contemplates
making a claim for expenses or an advance pursuant to the terms of this
Agreement, notify the Corporation of the commencement of such action, suit
or
proceeding; provided, however, that any delay in so notifying the Corporation
shall not constitute a waiver or release by Indemnitee of rights hereunder
and
that any omission by Indemnitee to so notify the Corporation shall not relieve
the Corporation from any liability that it may have to Indemnitee otherwise
than
under this Agreement. Any communication to the Corporation shall be addressed
to
the Secretary of the Corporation and any communication to Indemnitee shall
be
addressed to the Indemnitee's address as shown on the Corporation's records
unless the Indemnitee specifies otherwise and shall be personally delivered
or
delivered by overnight mail delivery. Any such notice shall be effective upon
receipt.
Section
8.10. Certain Rights.
The
right to be indemnified or to the advancement or reimbursement of Expenses
(i)
is intended to he retroactive and shall be available as to events occurring
prior to the date of this Agreement and (ii) shall continue after any rescission
or restrictive modification of such provisions as to events occurring prior
thereto.
Section
8.11. Governing Law.
This
Agreement shall be construed in accordance with arid governed by the laws of
the
State of Nevada without regard to any principles of conflict of laws that,
if
applied, might permit or require the application of the laws of a different
jurisdiction..
Section
8.12. Headings.
The
Article and Section headings in and referred to in this Agreement are for
convenience of reference only, and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.
Section
8.13. Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed to
be
an original and all of which together shall be deemed to be one and the same
instrument.
Section
8.14. Use of Certain Terms.
As used
in this Agreement, the words "herein," "hereof," and "hereunder" and other
words
of similar import refer to this Agreement as a whole and not to any particular
paragraph, subparagraph, section, subsection, or other subdivision. Whenever
the
context may require, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa.
[SIGNATURES
TO FOLLOW]
11
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
effective as of the date first above written.
"CORPORATION" "INDEMNITEE"
WESTSIDE
ENERGY CORPORATION
By:_________________________________ ___________________________________
Name:______________________________
Name:______________________________
Title:_______________________________