THIS AGREEMENT (the "Agreement") is made and entered into this ___ day of ______, 2002, between
Covalent Group, Inc., a Delaware corporation (the "Company") and [insert name of director/officer of Covalent
Group, Inc.] (the "Indemnitee").
Indenitee performs a valuable service for the Company. To induce Indemnitee to continue to serve as a director
and/or officer of the Company, the Company has determined and agreed to enter into this Agreement with
NOW, THEREFORE, in consideration of the promises contained in this Agreement and Indemnitees's agreement
to continue service as a director and/or officer of the Company, the parties hereto, intending to be legally bound,
agree as follows:
1. Certain Definitions. Capitalized terms used in this Agreement shall have the meanings set forth on Appendix A
to this Agreement. Other terms are defined where appropriate in this Agreement.
2. Scope of Indemnity. The Company shall hold harmless and indemnify Indemnitee from any action described in
Sections 3 and 4 of this Agreement to the fullest extent permitted by Delaware law, now in effect or as may
hereafter be in effect, including any changes after the date of the Agreement in any applicable law, statute, or rule
which expands the right of a Delaware corporation to indemnify its directors or officers. All such changes shall
be, ipso facto, within the purview of Indemnitee's rights and the Company's obligations under this Agreement. In
the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation
to indemnify its directors or officers, such changes, to the extent not otherwise required by such law, statute or
rule to be applied to the Agreement shall have no effect on this Agreement or the parties' rights and obligations
hereunder or to any matter that arose from circumstances that occurred before the effective date of such change.
3. Indemnity. Subject only to the limitat