FREE UK Indemnity Agreement

INDEMNITY AGREEMENT

This Indemnity Agreement (“Agreement”) is made on [Date] bye and between:

[Name of the Company], having its registered office at [Address] (the "Company"),


AND


[Name], having his permanent place of residence at [Address] ("Indemnitee"), who is currently serving the Company in the capacity of a director and/or officer thereof;



WHEREAS:



The Company desires to have Indemnitee serve or continue to serve as an officer and/or director of the Company, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of his acting in good faith in the performance of his duty to the Company; and Indemnitee desires to serve, or to continue to serve (provided that he is furnished the indemnity provided for hereinafter), in either or both of such capacities.



1. Agreement to Serve: Indemnitee agrees to serve or continue to serve as director and/or officer of the Company and as Indemnitee and the Company may agree, as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another Enterprise,for so long as he is duly elected or appointed.



2. Indemnity in Third Party Proceedings: The Company shall indemnify Indemnitee in accordance with the provisions of this Agreement if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding or any claim, issue or matter therein.



1.

3. Partial Indemnification: If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding, or any claim, issue or matter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



The Indemnitee will not be entitled to indemnification from the Company for any Expenses, judgments, fines, settlements and other amounts incurred as the result of the Indemnitee's participation in the Activity where:





a. in the case of a civil claim, the Indemnitee did not act in good faith and in a reasonable manner;

b. the claim or action is of a criminal nature;





4. Contractual Rights: The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring prior thereto.





5. Exclusive Jurisdiction; Governing Law: Any claim, matter or controversy arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Arbitration Act, 1996. The Venue of Arbitration shall be [City]. This Agreement shall be governed by and construed and enforced in accordance with the laws of United Kingdom applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.



For Company



___________________________





Indemnitee





__________________________





Date: