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EXHIBIT 10.14
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT, effective as of ________, 1999, between
NFRONT, INC., a Georgia corporation ("nFront") and _______________
("Indemnitee").
W I T N E S S E T H:
WHEREAS, Indemnitee is a member of the Board of Directors of nFront and
in such capacity performs a valuable service for nFront;
WHEREAS, nFront's Bylaws authorize nFront to indemnify its directors in
accordance with Section 14-2-851 of the Official Code of Georgia Annotated (the
"Statute");
WHEREAS, the Statute contemplates that contracts may be entered into
between nFront and each of the members of its Board of Directors with respect to
indemnification; and
WHEREAS, in order to encourage Indemnitee to continue to serve as a
member of the Board of Directors and to perform other designated services for
nFront at its request, nFront has determined and agreed to enter into this
Agreement with Indemnitee;
NOW, THEREFORE, in consideration of Indemnitee's continued service as a
director of nFront and the performance of such other services as requested by
nFront, the parties hereby agree as follows:
1. INDEMNITY OF INDEMNITEE. nFront shall defend, hold harmless
and indemnify Indemnitee to the full extent permitted by the provisions of the
Statute, as currently in effect or as it may hereafter be amended, or by the
provisions of any other statute authorizing or permitting such indemnification,
whether currently in effect or hereafter adopted.
2. ADDITIONAL INDEMNITY. Subject to the provisions of Section 3
hereof, nFront shall defend, hold harmless and indemnify Indemnitee in the event
Indemnitee was, is or is threatened to be made a named defendant or respondent
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal
(including any such action, suit or proceeding brought by or in the right of
nFront), by reason of the fact that he is or was a director of nFront, or is or
was serving at the request of nFront as a director, officer, employee, agent or
consultant of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employment benefit plan), expenses (including attorneys' fees) and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding. For purposes of this Section 2, Indemnitee shall be
considered to be serving under an employee benefit plan at the request of nFront
if his duties to nFront also impose duties on, or otherwise involve services by,
him to the plan or to participants in or beneficiaries of the plan.
3. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 2 hereof shall be paid by nFront to the extent of any liabilities
incurred in a proceeding in which Indemnitee is adjudged liable to nFront or is
subjected to injunctive relief in favor of nFront:
(1) for any appropriation in violation of his duties, of any
business opportunity of nFront;
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(2) for acts or omissions which involve intentional misconduct or
a knowing violation of law;
(3) for the types of liability set forth in O.C.G.A. ss.14-2-832;
or
(4) for any transaction from which Indemnitee received any
improper personal benefit.
4. NOTIFICATION AND DEFENSE OF CLAIM.
(a) Promptly after receipt by Indemnitee of notice of the
commencement of any action, suit or proceeding, Indemnitee
will, if a claim in respect thereto is to be made against
nFront under this Agreement, notify nFront of the commencement
thereof, but the failure to so notify nFront will not relieve
it from any liability which it may have to Indemnitee
otherwise under this Agreement. With respect to any such
action, suit or proceeding as to which Indemnitee so notifies
nFront:
(i) nFront will be entitled to participate
therein at its own expense; and
(ii) except as otherwise provided below, to the
extent that it may desire, nFront may assume
the defense thereof.
(b) After notice from nFront to Indemnitee of its election to
assume the defense thereof, nFront will not be liable to
Indemnitee under this Agreement for any legal or other
expenses subsequently incurred by Indemnitee in connection
with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall
have the right to employ counsel of his choosing in such
action, suit or proceeding but the fees and expenses of such
counsel incurred after notice from nFront of its assumption of
the defense thereof shall be at the expense of Indemnitee
unless (i) the employment of counsel by Indemnitee has been
authorized in writing by nFront, (ii) nFront and Indemnitee
shall reasonably conclude that there may be a conflict of
interest between nFront and Indemnitee in the conduct of the
defense of such action, or (iii) nFront shall not in fact have
employed counsel to assume the defense of such action, in each
of which case the reasonable fees and expenses of Indemnitee's
counsel shall be paid by nFront.
(c) nFront shall not be liable to Indemnitee under this Agreement
for any amounts paid in settlement of any threatened or
pending action, suit or proceeding without its prior written
consent. nFront shall not settle any such action, suit or
proceeding in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee's prior written
consent. Neither nFront nor Indemnitee will unreasonably
withhold its or his consent to any proposed settlement.
5. PREPAYMENT OF EXPENSES. Unless Indemnitee otherwise elects,
expenses incurred in defending any civil or criminal action, suit or proceeding
shall be paid by nFront in advance of the final disposition of such action, suit
or proceeding upon receipt by nFront of a written affirmation of Indemnitee's
good faith belief that his conduct does not constitute behavior of the kind
described in Section 3 of this Agreement and Indemnitee furnishes nFront a
written undertaking, executed personally or on his behalf, to repay any advances
if it is ultimately determined that he is not entitled to be indemnified by
nFront under this Agreement.
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6. CONTINUATION OF INDEMNITY. All agreements and obligations of
nFront contained in this Agreement shall continue during the period in which
Indemnitee is a member of the Board of Directors of nFront and shall continue
thereafter so long as Indemnitee shall be subject to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, by reason of the fact that
Indemnitee was a director of nFront or is or was serving at the request of
nFront as a director, officer, employee, agent or consultant of another
corporation, partnership, joint venture, trust or other enterprise.
7. RELIANCE. nFront has entered into this Agreement in order to
induce Indemnitee to continue as a member of the Board of Directors of nFront
and acknowledges that Indemnitee is relying upon this Agreement in continuing in
such capacity.
8. SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof.
9. GENERAL.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
(b) Neither this Agreement nor any rights or obligations hereunder
shall be assigned or transferred by Indemnitee.
(c) This Agreement shall be binding upon Indemnitee and upon
nFront, its successors and assigns, including successors by
merger or consolidation, and shall inure to the benefit of
Indemnitee, his heirs, personal representatives and permitted
assigns and to the benefit of nFront, its successors and
assigns.
(d) No amendment, modification or termination of this Agreement
shall be effective unless in writing signed by both parties
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
INDEMNITEE: NFRONT, INC.
By: By:
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Name: Xxxxxx X. Xxxxxxxx, President
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Date: Date:
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