EXHIBIT 10.48
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INDEMNIFICATION AGREEMENT
Dated as
of April 9, 2007
between Nexen Inc.
("NEXEN") and Brendon T.
Muller (together
with his or her estate, heirs, executors and legal
representatives the "INDEMNIFIED PARTY")
BACKGROUND
(a)
The
Indemnified Party:
(i) is or has
been a director or officer of Nexen;
(ii)
is or has been, at the request of Nexen, a director or
officer of a body corporate ("BODY CORPORATE"); or
(iii) is
or has been, at the request of Nexen, a director or
officer of or is
acting or has acted in a similar
capacity (and the Indemnified Party shall for purposes
hereof be referred
to as a director
or officer in so
acting or having acted) for a body corporate,
partnership, unincorporated association, unincorporated
syndicate,
unincorporated organization, joint venture
or
trust ("ENTITY");
(Nexen, any Body Corporate and any Entity being collectively
the
"CORPORATIONS" and any one of them being a "CORPORATION");
(b)
Nexen
acknowledges
that the Indemnified
Party, acting in the
capacity of director or officer, is required to make decisions
and take actions in
furtherance of the
business and affairs of
any Corporation
which might have the result of attracting
personal liability; and
(c)
It is in
the best interests of
Nexen to agree to indemnify the
Indemnified Party from any and all liabilities, losses, costs,
charges, expenses
or damages sustained or incurred by the
Indemnified Party
acting in the capacity of director or officer
of any Corporation;
AGREEMENT
In consideration of the Indemnified Party having acted and
continuing to act as
a director or officer, the parties agree as follows:
1. DUTY OF
CARE
(a)
In
accordance
with the provisions of the CANADA BUSINESS
CORPORATIONS ACT
(the "ACT"), the Indemnified Party, in
exercising his or her powers and discharging his or her duties
as a director or officer of any Corporation, shall:
(i) act
honestly and in good
faith with a view to the best
interests of the Corporation; and
(ii)
exercise the
care, diligence and skill that a
reasonably prudent
person would exercise in comparable
circumstances.
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(b)
Each
Corporation
acknowledges
that the Indemnified
Party has
complied with his or her duties under subsection 1(a) hereof if
the Indemnified Party relied in good faith on:
(i) financial
statements of the Corporation represented to
the Indemnified Party
by an officer of the Corporation
or in a written report of the auditor of the
Corporation fairly to
reflect the financial
condition
of the Corporation; or
(ii)
a report of a person whose profession lends credibility
to a statement made by the professional person.
2. DUTY TO
COMPLY
(a)
The
Indemnified Party shall comply with the Act, the regulations
made in the Act, the articles of the Corporation, the by-laws
of
the Corporation
and any unanimous shareholder agreement or
partnership agreement respecting the Corporation.
(b)
Each
Corporation
acknowledges
that the Indemnified
Party has
complied with his or her duties under subsection 2(a) hereof,
if
the Indemnified Party
exercised the care,
diligence and
skill
that a reasonably prudent person would have exercised in
comparable circumstances, including reliance in good faith on:
(i) financial
statements of the Corporation represented to
the
Indemnified Party by
an officer of the Corporation
or in a written report of the auditor of the
Corporation fairly to
reflect the financial
condition
of the Corporation; or
(ii)
a report of a person whose profession lends credibility
to a statement made by the professional person.
3.
DISCLAIMER OF LIABILITY
The
Indemnified
Party shall not be liable for the acts, receipts,
neglects,
omissions or defaults
of any other director
or officer or any
employee
or agent of any
Corporation or for any
liabilities,
damages,
costs,
charges or expenses
sustained or incurred
by any Corporation
in
the
execution of the
duties of his or her office, provided that nothing
herein
contained shall relieve the Indemnified Party of any liability
for
liabilities, damages,
costs, charges or expenses suffered or incurred as
a direct
result of any acts, receipts, neglects, omissions or defaults
of
the
Indemnified Party
which are in contravention of the Act or any other
applicable
law.
4.
INDEMNITY
(a)
Except in
respect of an action by or on behalf of a Corporation
to procure a judgment in its favour, Nexen shall indemnify and
save harmless
the Indemnified Party from and against all
liabilities, damages,
costs, charges and expenses
(including,
without limitation,
court fees, legal expenses and witness
fees), including an amount paid to settle an action or satisfy
a
judgment or any fine or penalty levied, reasonably incurred by
him or her in respect of any civil, criminal,
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administrative,
investigative or other
action, proceeding or
inquiry of any
nature, to which he or she is, directly or
indirectly, a party by reason of being or having been a
director
or officer of any Corporation if:
(i) the
Indemnified Party
acted honestly and in good faith
with a view to the best interests of the Corporation;
and
(ii)
in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the
Indemnified Party had reasonable grounds for believing
that his or her conduct was lawful.
(b)
For all
purposes of this Agreement, a director or officer shall
be conclusively deemed
to have acted honestly and in good faith
with a view to the best interests of the Corporation and to
have
had reasonable grounds for believing that his or her conduct
was
lawful, unless and until the applicable court hearing the
action
in which indemnity is sought determines in a final judgment
that
is non-appealable
that the director or
officer in question did
not act honestly
and in good faith with a view to the best
interests of the Corporation or did not have reasonable
grounds
for believing that his or her conduct was lawful, as
applicable.
(c)
In
respect of an action by or on behalf of a Corporation to
procure a judgment in its favour, to which the Indemnified
Party
is, directly or indirectly, a party by reason of being or
having
been a director or an
officer of the
Corporation, Nexen
shall
make an application at its expense for, and use its best
efforts
to obtain, approval of
the Court of Queen's Bench of Alberta to
indemnify and save
harmless the Indemnified Party from and
against all liabilities, damages, costs, charges and expenses
(including, without
limitation, court
fees, legal expenses and
witness fees)
reasonably
incurred
