This excerpt taken from the ORCL 8-K filed Feb 9, 2006.
The Issuer agrees to indemnify, defend and hold harmless JP Morgan, its directors, officers, employees and agents (collectively, indemnitees) from and against any and all liabilities, claims, losses, damages, penalties, costs and expenses (including attorneys fees and disbursements) suffered or incurred by or asserted or assessed against any indemnitee arising out of any of them acting as the Issuers agent under this Agreement, except in respect of any indemnitee for any such liability, claim, loss, damage, penalty, cost or expense resulting from the gross negligence, bad faith or willful misconduct of such indemnitee. The Issuer shall not be liable for any settlement of any proceeding effected without its consent, and such consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Issuer agrees to indemnify the indemnitees from and against any loss or liability
by reason of such settlement or judgment. This indemnity will survive the termination of this Agreement.