INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT is made as of the
18th day of May, 2005, by and between U.S. Wireless Data, Inc., a
Delaware corporation ("USWD"), and Charles Leone
("Indemnitee").
WHEREAS, USWD, in order to induce Indemnitee to
serve for and on behalf of USWD, has agreed to provide Indemnitee
with the benefits contemplated by this Agreement;
WHEREAS, as a result of the provision of such
benefits, Indemnitee has agreed to serve as a consultant to
USWD;
WHEREAS, in recognition of Indemnitee’s
need for protection against personal liability and in order to
enhance Indemnitee’s service to USWD in an effective manner,
USWD wishes to provide in this Agreement for the indemnification of
Indemnitee to the fullest extent permitted by law;
NOW, THEREFORE, in consideration of these
premises and of Indemnitee’s intention to serve USWD and
intending to be legally bound hereby, the parties hereto agree as
follows:
1.
Indemnification . USWD shall indemnify
and hold harmless Indemnitee from and against any loss, cost,
damage, liability, injury, or expense (including, but not limited
to, attorney’s fees and disbursements) suffered or sustained
by Indemnitee by reason of any acts, omissions, or alleged acts or
omissions in his capacity as a consultant to USWD, arising out of
his activities on behalf of USWD, or in furtherance of the
interests of USWD, i
