INDEMNITY AGREEMENT
THIS AGREEMENT is made between Ivan Zweig
(“Zweig”) and IElement Corporation (the
"Indemnitee"). This Agreement is being made in
conjunction with that certain Stock Purchase Agreement by and among
the Parties hereto whereby Zweig is purchasing from IElement
Corporation all of the issued and outstanding capital stock of
IElement, Inc., including all assets of IElement, Inc and is
assuming the liabilities of IElement, Inc.
Zweig
desires and intends hereby to provide indemnification
(including advancement of expenses) against any and all
liabilities not set forth on Exhibit “A” hereto
asserted against Indemnitee to the fullest extent permitted by
the General Corporation Law of the State of Nevada and further
desires and intends that the terms of indemnification be
reduced to contract. For $20 and other good and
value consideration, the receipt and sufficiency of which is
hereby acknowledged, and in consideration of the premises and
the covenants contained herein, the Zweig and Indemnitee do
hereby covenant and agree as follows:
1. Indemnification
.
Zweig shall indemnify Indemnitee as
follows:
(a)Zweig
shall indemnify Indemnitee when it is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the
right of Zweig) brought against Indemnitee to collect upon any
monetary liability which liability is not set forth on Exhibit
“A” (the “excluded liabilities”),
against expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlements actually and
reasonably incurred by it or on its behalf in connection with
such action, suit or proceeding, which liability arose prior
to December ___, 2007 or which arises due to actions or
inactions prior to December __, 2007. Liabilities
and debts subject to this Indemnification Agreement shall be
referred to as “Covered Liabilities”.
(b)Expenses
incurred by Indemnitee in defending a civil action, suit or
proceeding for the collection of a Covered Liability shall be
paid by Zweig periodically (but no less often than quarterly)
on receipt of a sworn statement of expenses averring that (i)
it has reasonably incurred actual expenses in defending a
civil actio
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