Indemnification and Advancement of Expenses Agreement between Smart Online, Inc. and Joan Keston

Contract Categories: Business Operations › Indemnification Agreements
Summary

Smart Online, Inc. agrees to indemnify Joan Keston, its General Counsel and Secretary, for legal fees and expenses related to an SEC proceeding, as allowed by Delaware law and the company's bylaws. The company will pay these expenses in advance, provided Keston agrees to repay them if it is later determined she is not entitled to indemnification. This agreement ensures Keston is protected from personal financial liability during legal proceedings connected to her role at the company.

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EX-10.43 16 ex10-43.htm EXHIBIT 10.43 Exhibit 10.43
 
Exhibit 10.43
 

April 14, 2006

Ms. Joan Keston
General Counsel and Secretary
Smart Online, Inc.
2530 Meridian Parkway
Durham, North Carolina  27713
 

Dear Joan:

This letter confirms that pursuant to Article X of its Bylaws, Smart Online, Inc. will indemnify you, to the fullest extent permitted by Delaware law, for any and all fees and expenses, as defined in Article X of the Bylaws ("Expenses"), including but not limited to attorneys' fees incurred by you or on your behalf in connection with a proceeding that has been initiated by the Securities and Exchange Commission and any other related proceeding that may arise ("Proceeding").

Pursuant to Article X of its Bylaws, Smart Online, Inc. further agrees that having received an undertaking from you agreeing that you will repay the Expenses described herein should it ultimately be determined that you were not entitled to indemnification, Smart Online, Inc. will pay Expenses incurred by you in advance of the final disposition of the Proceeding.

 
Very truly yours,
   
 
/s/ Dennis Michael Nouri
 
Dennis Michael Nouri
 
President and Chief Executive Officer
Smart Online, Inc.




UNDERTAKING

Pursuant to Article X of the Bylaws of Smart Online, Inc., I hereby undertake and agree that I will repay any Expenses advanced to me or others on my behalf in the event that it ultimately is determined that I was not entitled to indemnification under the Bylaws and the law of the State of Delaware. I understand that this Undertaking does not and cannot bind third parties, such as my attorneys, to repay any Expenses paid to them for work done on my behalf.



 
By: /s/ Joan A.Keston
 
     Name: Joan A. Keston
     Title:  General Counsel & Secretary
 
Dated: 4/19/06