Exhibit 10.2
INDEMNIFICATION
AGREEMENT
This indemnity is made part of an agreement,
dated September 1, 2005 (which together with any renewals,
modifications or extensions thereof, is herein referred to as the
“Agreement”) by and between Alvarez & Marsal, LLC
(“A&M”) and World Health Alternatives, Inc. (the
“Company”), for services to be rendered to the Company
by A&M.
A. The Company agrees to indemnify and hold
harmless each of A&M, its shareholders, employees, agents,
representatives and subcontractors (each, an “Indemnified
Party” and collectively, the “Indemnified
Parties”) against any and all losses, claims, damages,
liabilities, penalties, obligations and expenses, including the
costs for counsel or others (including employees of A&M, based
on their then current hourly billing rates) in investigating,
preparing or defending any action or claim, whether or not in
connection with litigation in which any Indemnified Party is a
party, or enforcing the Agreement (including these indemnity
provisions), as and when incurred, caused by, relating to, based
upon or arising out of (directly or indirectly) the Indemnified
Parties’ acceptance of or the performance or nonperformance
of their obligations under the Agreement; provided, however, such
indemnity shall not apply to any such loss, claim, damage,
liability or expense to the extent it is found in a final judgment
by a court of competent jurisdiction (not subject to further
appeal) to have resulted primarily and directly from such
Indemnified Party’s gross negligence or willful misconduct.
The Company also agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with the engagement
of A&M, except to the extent for any such liability for losses,
claims, damages, liabilities or expenses that are found in a final
judgment by a court of competent jurisdiction (not subject to
further appeal) to have resulted primarily and directly from such
Indemnified Party’s gross negligence or willful misconduct.
The Company further agrees that it will not, without the prior
consent of an Indemnified Party, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim,
action, suit or proceeding in respect of which such Indemnified
Party seeks indemnification hereunder (whether or not such
Indemnified Party is an actual party to such claim, action, suit or
proceedings) unless such settlement, compromise or consent includes
an unconditional release of such Indemnified Party from all
liabilities arising out of such claim, action, suit or
proceeding.
B. These indemnification provisions shall be in
addition to any liability which the Company may otherwise have to
the Indemnified Parties. In the event that, at any time whether
before or after termination of the engagement or the Agreement, as
a result of or in connection with the Agreement or A&M’s
and its personnel’s role under the Agreement, A&M or any
Indemnified Party is required to produce any of its personnel
(including former employees) or for examination, deposition or
other written, recorded or oral presentation, or A&M or any of
its personnel (including former employees) or any other Indemnified
Party is required to produce or otherwise review, compile, submit,
duplicate, search for, organize or report on any material within
such Indemnified Party’s possession or control pursuant to a
subpoena or other legal (including administrative) process, the
Company will reimburse the Indemnified Party for its out of pocket
expenses, including the reasonable fees and expenses of its
counsel, and will
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Indemnification Agreement – World Health
Alternatives, Inc., September 1, 2005
compensate the Indemnified Party for the time
expended by its personnel based on such personnel’s then
current hourly rate if the services were performed after
terminat
