PACIFIC SOFTWORKS, INC.
OFFICER AND DIRECTOR
This Agreement is made on _________________________ between PACIFIC SOFTWORKS, INC., a
California corporation ("the Company"), and __________________________ ("Indemnitee"). The Company
believes that it is in its best interest to attract and retain capable people to serve as directors, officers, and agents
of the Company, and enters into this Indemnification Agreement with the belief that the Agreement will help
achieve that goal. Indemnitee is an director and/or officer of the Company.
The Company and Indemnitee are aware of the heightened risk of litigation and other claims that may be asserted
against directors, officers, and agents of the Company. In recognition of Indemnitee's need for protection against
personal liability, to enhance the value of Indemnitee's services to the Company, and to induce Indemnitee to
provide services to the Company as a director and/or officer, the Company seeks to provide in this Agreement
for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent permitted by law and
as set forth in this Agreement and, to the extent applicable insurance is maintained, for the coverage of Indemnitee
under the Company's policies of directors' and officers' liability insurance.
In consideration of the preceding, and of Indemnitee's agreeing to provide services to the Company, the parties
agree as follows:
AGREEMENT TO INDEMNIFY
1. (a) If Indemnitee was, is, or becomes a participant in, or is threatened to be made a participant in, a
proceeding because of, or arising in part out of, an indemnifiable event as defined in Paragraph 1(b); below, the
Company will indemnify Indemnitee from and against any and all expenses to the fullest extent permitted by law,
as it now exists or as it may be changed in the future. The parties intend that this Agreement will provide for
indemnification in excess of that expressly granted by statute, including, bu