Indemnitee Conduct Standard

Indemnitee Conduct Standard. That, with respect to Indemnitee's act or failure to act that gives rise to Indemnitee's claim for indemnification, Indemnitee's actions did not constitute willful misconduct or intentional recklessness. The termination of any Proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the Indemnitee's actions constituted willful misconduct or intentional recklessness.