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EXHIBIT 10.1
INDEMNITY
THIS INDEMNITY made as of the 31st day of July, 2000
BY:
ALR TECHNOLOGIES INC., a valid and subsisting company under
the laws of the State of Nevada, USA ("ALRT")
OF THE FIRST PART
In Favour of:
MARCUS DA SILVA, a businessman of 31 Village Terrace, G/F, Happy
Valley, Hong Kong (the "Executive")
OF THE SECOND PART
WHEREAS:
A. The Executive has acquired from ALRT 36,533,130 shares of A
Little Reminder (ALR) Inc. ("ALR"), a corporation continued
under the laws of the State of Wyoming, USA and has been
appointed as a director and officer of ALR and of its wholly-
owned subsidiary, Timely Devices Inc. ("TDI"), a corporation
continued under the laws of the Yukon Territory (ALR and ALRT
hereinafter collectively referred to as the "Company");
B. ALRT and the Executive consider it desirable and in the best
interests of the parties hereto to enter into this Indemnity to
settle the circumstances and manner in which the Executive may
be indemnified in respect of certain liabilities which the
Executive may incur as a result of his acting as an officer or
director of the Companies.
IN WITNESS WHEREOF that, in consideration of the sum of One
Dollar ($1.00) now paid by the Executive to ALRT (the receipt and
sufficiency of which is acknowledged by ALRT) and other good and
valuable consideration:
1. General Indemnity of Executive and ALRT
ALRT does hereby agree, to the full extent permitted by law, to
indemnify and hold harmless the Executive, his heirs and legal
representatives, from and against any and all costs, charges,
expenses, fees, damages or liabilities (including legal or other
professional fees), without limitation, and whether incurred alone or
jointly with others, which the Executive may suffer, sustain, incur
or be required to pay arising out of or incurred in respect of any
action, suit, proceeding, investigation or claim which may be
brought, commenced, made, prosecuted or threatened against the
Executive or which the Executive may be required to participate in or
provide evidence in respect of (any of the same hereinafter being
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referred to as a "Claim"), howsoever arising and whether arising in
law, equity or under statute, regulation or governmental ordinance of
any jurisdiction, for or in respect of any act, deed, matter or thing
done, made, permitted or omitted by any person, prior to the date
hereof, arising out of or in connection with or incidental to the
affairs of the Companies, including, without limitation, any and all
costs, charges, expenses, fees, damages or liability which the
Executive may suffer, sustain or incur or be required to pay in
connection with investigating, initiating, defending, appealing,
preparing for, providing evidence in, instructing and receiving the
advice of his own or other counsel or any amount paid to settle any
claim or satisfy any judgement, fine or penalty.
2. Specific Indemnity for Statutory Obligations Related to
Executive
Without limiting the generality of the provisions of section 1
hereof, ALRT agrees, to the full extent permitted by law, to
indemnify and save the Executive harmless from and against any and
all costs, expenses, fees and liabilities arising, prior to the date
hereof, by operation of statute and incurred by or imposed upon the
Executive in relation to the affairs of the Companies in the
Executive's capacity as director or officer thereof, including, but
not limited to, all statutory obligations to creditors, employees,
suppliers, contractors, subcontractors and any government or any
agency or division of any government, whether federal, provincial,
state, regional or municipal.
3. Taxation Indemnity for Executive
Without limiting the generality of the provisions of section 1
hereof, ALRT agrees that the payment of any indemnity to or
reimbursement of the Executive hereunder shall include any amount the
Executive may be required to pay on account of applicable income or
goods or services taxes arising out of the payment of such indemnity
or reimbursement, provided, however, that any amount required to be
paid with respect to such taxes shall be payable by ALRT and ALR only
upon such Executive remitting or being required to remit any amount
payable on account of such taxes.
4. Determination of Right to Indemnification
If the payment of any amount pursuant to this Indemnity requires
the approval of a court, under the provisions of any statute or
otherwise, either ALRT or the Executive may apply to a court of
competent jurisdiction for an order approving such Indemnity by ALRT.
5. Limitation
Notwithstanding anything to the contrary herein contained, this
Indemnity shall cease and determine on the expiration of five (5)
years from the date hereof and ALRT shall have no liability in
respect of any claim made after such date.
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6. Other Rights and Remedies Unaffected
The indemnification and payment herein provided for shall not
derogate from or exclude any rights to which the Executive may be
entitled under any provision of the applicable business corporations
statute or otherwise at law, the Articles or By-laws of the
Companies, this Indemnity, any applicable policy insurance, guarantee
or third party indemnity, any vote of shareholders of the Companies,
or otherwise.
7. Notices of the Proceedings
It is a condition of this Indemnity that the Executive shall
give reasonable notice, in writing to ALRT, upon his being served
with any statement of claim, writ, notice of motion, indictment,
subpoena, investigation order or other document commencing or
continuing any Claim involving the Companies or the Executive and
ALRT agrees to notify the Executive, in writing, forthwith upon any
of them being served with any statement of claim, writ, notice of
motion, indictment, subpoena, investigation order or other document
commencing or continuing any Claim involving the Executive.
8. Notices
Any notice to be given by one party to the other shall be
sufficient if delivered by hand, deposited in any post office in
Canada or the United States, registered, postage prepaid, or sent by
means of electronic transmission (in which case any message so
transmitted shall be immediately confirmed, in writing, and mailed as
provided above) addressed, as the case may be:
(a) to ALRT:
Suite 310, 15446 Bel-Red Road
Redmond, Washington 98052-5507
USA
(b) to the Executive:
31 Village Terrace, G/F
Happy Valley, Hong Kong
or at such other address of which notice is given by the parties
pursuant to the provisions of this section. Such notice shall be
deemed to have been received when delivered, if delivered and, if
mailed, on the fifth business day (exclusive of Saturdays, Sundays
and statutory holidays) after the date of mailing. Any notice sent
by means of electronic transmission shall be deemed to have been
given and received on the day it is transmitted, provided that, if
such day is not a business day, then the notice shall be deemed to
have been given and received on the next business day following. In
case of an interruption of the postal service, all notices or other
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communication shall be delivered or sent by means of electronic
transmission, as provided above, except that it shall not be
necessary to confirm in writing and mail any notice electronically
transmitted.
9. Governing Law
This Indemnity shall be governed by and construed in accordance
with the laws of the Province of British Columbia and all disputes
arising hereunder shall be referred to the courts of British
Columbia.
10. Further Assurances
ALRT agrees that it shall do all such further acts, deeds or
things and execute and deliver all such further documents as may be
necessary or advisable for the purpose of assuring and conferring on
the Executive the rights hereby created or intended and of giving
effect to and carrying out the intention or facilitating the
performance of the terms of this Indemnity.
11. Invalid Terms Severable
If any term, clause or provision of this Indemnity shall be held
to be invalid or contrary to law, the validity of any other term,
clause or provision shall not be affected and such invalid term,
clause or provision shall be considered severable.
12. Binding Effect
All of the agreements, conditions and terms of this Indemnity
shall extend to and be binding upon ALRT and its respective
successors and assigns and shall enure to the benefit of and may be
enforced by the Executive and his heirs, executors, administrators
and other legal representatives, successors and assigns.
13. Legal Fees
In the event that any action is instituted by the Executive
under this Indemnity to enforce or interpret any terms hereof, the
Executive shall be entitled to be paid all court costs and expenses,
including reasonable legal fees on a solicitor and own client full
indemnity basis, incurred by the Executive with respect to such
action.
IN WITNESS WHEREOF, ALRT has executed this Indemnity effective
as of the day and year first above written.
WITNESS: ALR TECHNOLOGIES INC.
/s/ illegible Per: /s/ Ken Robulak
