Exhibit 10.1

 

THIS INDEMNITY AGREEMENT made as of the__ day of__ , 2026,

 

BETWEEN:

 

NervGen Pharma Corp., a British Columbia company having its principal business office at 112-970 Burrard Street, Unit 1290, Vancouver, British Columbia V6Z 2R4.

 

(hereinafter, “Company”)

 

AND:

 

<Name>

<Address>

 

(hereinafter, the “Executive”)

 

WHEREAS:

 

A.            The Executive acts as a director, executive, officer or employee of the Company, or in a similar capacity of an Affiliate of the Company. (For purposes of this Agreement, “Affiliate” means any person or entity which directly or indirectly controls, is controlled by or is under common control with such person or entity where “control” means the right to control, or actual control of management of such entity, whether by ownership of voting securities, by agreement, or otherwise);

 

B.            The Company has agreed to provide indemnification to the Executive on the terms and conditions contained in this Agreement; and,

 

C.            Notwithstanding the date of its execution and deliver, this Agreement shall be conclusively deemed to commence on the day upon which the Executive first became or becomes a director, executive, officer or employee of the Company and shall continue in effect after the Executive ceases to be a director, executive, officer or employee of the Company.

 

NOW THEREFORE in consideration of the Executive agreeing to act as a director, executive, officer or employee of the Company, the covenants and agreements herein, the payment of $1 made by each party to the other, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:

 

1.INDEMNIFICATION

 

1.1The Company will indemnify the Executive and his heirs, executors, administrators and personal representatives (collectively, the "Indemnitees") and save the Indemnitees harmless against all liabilities, costs, charges and expenses actually and reasonably incurred directly or indirectly by the Indemnitees in law, in equity or under any statute or regulation in connection with any civil, criminal or administrative claim (including without limitation any environmental claim), or any action, proceeding or investigation to which the Indemnitees are made a party or in which they are otherwise involved as a witness or other participant by reason of the Executive having been a director, executive, officer or employee of the Company or in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Executive or any failure on the part of the Executive to act in or about the execution of his duties as a director, executive officer or employee of the Company, including without limitation any and all liabilities arising by breach of any statutory or common law duty of care imposed on directors of corporations or any breach of any other statutory provisions or provision of the memorandum and articles of the Company, and including without limitation any action brought by the Company, if:

 

(a)            the Executive acted honestly and in good faith with a view to the best interests of the Company; and

 

 

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(b)            in the case of a criminal or administrative claim, action, proceeding or investigation, the Executive had reasonable grounds for believing that his conduct was lawful.

 

1.2If the claim, action, proceeding or investigation set out in section 1.1 is a claim, action, proceeding or investigation by or on behalf of the Company, the Company will, subject to any approvals required by law, indemnify the Indemnitees and save the Indemnitees harmless against all costs, charges and expenses actually and reasonably incurred by the Indemnitees in law, in equity or under any statute or regulation in respect of such claim, action, proceeding or investigation provided that the Executive fulfils the requirements set forth in subsections 1.1(a) and 1.1(b) of this Agreement.

 

Subject to the conditions of Section 1.1, the Company shall either provide Indemnitees with legal representation or shall advance to the Indemnitees reasonable attorney’s fees and expenses as such fees and expenses are incurred, subject to an undertaking from the Indemnitees to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses.

 

2.IDEM

 

2.1Without limiting the generality of section 1, the costs, charges and expenses against which the Company will indemnify the Indemnitees include:

 

(a)            any and all reasonable fees, costs and expenses actually and reasonably incurred by the Indemnitees in investigating, preparing for, defending against, providing evidence in, producing documents or taking any other action in connection with any commenced or threatened action, proceeding or investigation, including reasonable legal fees and disbursements, travel and lodging costs;

 

(b)            any amounts reasonably paid in settlement of any action, proceeding or investigation;

 

(c)            any amounts paid to satisfy a judgement or penalty, including interest and costs; and

 

(d)            all costs, charges and expenses reasonably incurred by the Indemnitees in establishing their right to be indemnified pursuant to this Agreement.

 

3.TAXABLE BENEFITS

 

3.1If the Indemnitees or any of them are required to include in their income, or in the income of the estate of Executive, any payment made under this Agreement for the purpose of determining income tax payable by the Indemnitees or any of them or the estate of Executive, the Company shall pay an amount by way of indemnity that will fully indemnify the Indemnitees or estate of Executive for the amount of all liabilities described in section 1 and section 2 and all income taxes payable as a result of the receipt of the indemnity payment.

 

4.INDEMNIFICATION NOTICE

 

4.1Upon receipt of a written request by the Indemnitees for indemnification under this Agreement (an "Indemnification Notice"), the Company will forthwith diligently proceed to obtain such approval and will take all other steps necessary to provide the requested indemnification as soon as practicable following receipt of the Indemnification Notice.

 

 

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5.NO INVALIDATION

 

5.1Any failure by the Executive in his capacity as a director, executive, officer or employee of the Company or as a director, executive, officer or employee of a corporation of which the Company is a shareholder to comply with the provisions of the British Columbia Business Corporations Act or of the Articles of the Company will not invalidate any indemnity to which he is entitled under this Agreement.

 

6.REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

6.1The Company represents and warrants to the Executive, and acknowledges that the Executive is relying on such representations and warranties, that:

 

(a)            the Company has the requisite corporate power and authority to enter into this Agreement and has taken all necessary steps to validly approve the execution and delivery of this Agreement; and

 

(b)            this Agreement has been duly executed and delivered by the Company and is a valid and binding obligation of the Company.

 

7.INDEPENDENT LEGAL ADVICE

 

7.1Each of the parties to this Agreement acknowledges and agrees that they been given adequate opportunity to seek, and obtain, independent legal advice with respect to the subject matter of this Agreement and for the purpose of ensuring their rights and interests are protected. Each of the parties represents and warrants that they have sought independent legal advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal advice. The parties acknowledge that they have read and understood this provision of this Agreement and indicate so by signing this Agreement below.

 

8.ENUREMENT

 

8.1This Agreement shall enure to the benefit of the Indemnitees and is binding on the Company and its successors.

 

9.ASSIGNMENT

 

9.1Neither party may assign, transfer or sublicense any of its rights or obligations under this Agreement without the written consent of the other party.

 

10.NUMBER AND GENDER

 

10.1Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the plural, the feminine or the body corporate where required by the context.

 

11.SEVERABILITY

 

11.1If any provision of this Agreement or part thereof is found to be illegal or unenforceable, it will be considered separate and severable from this Agreement and the remaining provisions of this Agreement or parts of the impugned provision will remain in force and be binding upon the parties as though the illegal or unenforceable provision or part thereof had never been included.

 

 

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12.HEADINGS

 

12.1The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

 

13.GOVERNING LAW AND JURISDICTION

 

13.1This Agreement shall be construed in accordance with the laws of the Province of British Columbia and the parties hereby irrevocably attorn to the jurisdiction of the Courts of British Columbia to determine all disputes and claims both at law and at equity, arising out of or in any way connected with the construction, breach, or alleged, threatened or anticipated breach of this Agreement and shall have jurisdiction to hear and determine all questions as to the validity, existence or enforceability thereof.

 

14.COUNTERPARTS:

 

14.1This Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Signatures delivered via facsimile or electronic means will be binding and treated as if they were original signatures.

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

 

NervGen Pharma Corp.    
     
By:               By:                
         
  Adam Rogers, Chairman, President and CEO     <Name>

 

    Witness:
     
    Name of Witness: