Exhibit 10.28
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this
“Agreement”) is executed as of the
day of
January, 2007, by OurPet’s Company, a Colorado corporation
(the “Company”) and
, an individual (the “Indemnitee”).
WHEREAS, the Indemnitee has agreed
to serve as a member of the Company’s Board of Directors;
and
WHEREAS, the Indemnitee is willing
to serve as a director of the Company only in the event that the
Company and the Indemnitee execute this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the terms and conditions set forth herein, the
Company agrees in favor of the Indemnitee as follows:
(a) Except as otherwise provided
herein, to the fullest extent permitted by the Colorado Business
Corporation Act, the Company shall indemnify and hold harmless the
Indemnitee and the Indemnitee’s representatives, heirs,
successors and assigns from and against all damages, costs, losses,
liabilities and expenses, including, without limitation,
attorneys’ fees, judgments, fines and amounts paid in
settlement, incurred by the Indemnitee by reason of the fact that
the Indemnitee is or was a director and/or officer of the Company
or is or was serving at the request of the Company as a director
and/or officer, trustee, employee or agent of another domestic or
foreign, nonprofit or for profit, corporation, partnership, joint
venture, trust or other enterprise.
(b) Unless otherwise required by
applicable law, the Company shall have no obligation to indemnify
the Indemnitee in connection with any action, suit or proceeding
(collectively, “Proceeding”) if, in connection with the
matter upon which the Proceeding is based, (i) the Indemnitee
failed to act in good faith or in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company,
(ii) in connection with any criminal Proceeding, the
Indemnitee had reasonable cause to believe his conduct was unlawful
or (iii) if the Indemnitee has been adjudged liable to the
Company.
(c) All costs and expenses,
including, without limitation, attorneys’ fees, incurred by
the Indemnitee with respect to which the Indemnitee is entitled to
the indemnification set forth in paragraph 1 hereof shall be paid
promptly by the Company as they are incurred by the Indemnitee upon
notice thereof from the Indemnite
