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DOCUMENT TITLE:  DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT .
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Clause Heading
2 - Services of Indemnitee.
3 - Agreement to Indemnify and Hold Harmless.
5 - Procedure for Indemnification of Indemnifiable Amounts.
6 - Indemnification for Expenses of a Participant.
(a) - Right to Petition Court.
4 - Exceptions to Indemnification.
7 - Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
8 - Effect of Certain Resolutions; Waiver of Right of Contribution Against Indemnitee.
9 - Agreement to Advance Expenses; Conditions.
10 - Procedure for Advance Advancement of Expenses.
(b) - Burden of Proof.
(c) - Expenses.
(d) - Validity of Agreement.
(e) - Failure to Act Not a Defense.
(a) - Notice by Indemnitee.
(b) - Defense by Company.
(c) - Indemnitees Right to Counsel.
(d) - Consent to Judgment or Settlement or Compromise by Indemnitee.
13 - Representations and Warranties of the Company.
(a) - Authority.
(b) - Enforceability.
14 - Insurance.
15 - Contract Rights Not Exclusive.
16 - Successors.
17 - Other Sources; Subrogation.
18 - Governing Law; Change in Law; Exclusive Jurisdiction.
19 - Severability.
20 - Indemnitee as Plaintiff.
21 - Modifications and Waiver.
22 - General Notices.
23 - Termination.