EXHIBIT 10.5
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this ___ day of ___, ___ by and
between Notify Corporation, a California corporation (the "Company"), and ___ ("Indemnitee").
WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers'
liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage
of such insurance;
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting officers and directors to expensive litigation risks at the same time as the availability and
coverage of liability insurance has been severely limited;
WHEREAS, Indemnitee does not regard the current protection available as adequate under the present
circumstances, and Indemnitee and other officers and directors of the Company may not be willing to continue to
serve as officers and directors without additional protection; and
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to
provide them with the maximum protection permitted by law.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
1. INDEMNIFICATION.
(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is
threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the
fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the
Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason
of the fact that Indemnitee is or was serving at the request of