Santa Clara California Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

• Category: Corporations - Public - Indemnification
• State: Multi-State
• County: Santa Clara
• Control #: US-CC-17-158
• Format: Word; Rich Text

Description

17-158 17-158 . . . Indemnification Agreement between corporation and its directors and/or officers including future directors and officers containing detailed provisions relating to method for determining whether standards for indemnification or reimbursement have been met and making corporation responsible for all costs of determining whether a person is entitled to indemnification or reimbursement regardless of whether person is ultimately found to be entitled to indemnification Santa Clara California Indemnification Agreement is a legal agreement between a corporation and its directors, outlining the terms and conditions for indemnification of directors in certain situations. This agreement ensures that the directors are protected from financial liabilities arising out of their roles and responsibilities in the corporation. One crucial aspect of the Santa Clara California Indemnification Agreement is the method for determining whether the standards for indemnification have been met. The agreement sets specific criteria and standards to evaluate whether a director qualifies for indemnification. The Santa Clara California Indemnification Agreement outlines the following factors to determine if indemnification standards have been met: 1. Compliance with State Law: The indemnification agreement ensures that indemnification standards are in line with the laws and regulations of the State of California, specifically Santa Clara. 2. Good Faith and Reasonable Belief: The agreement considers whether the director acted in good faith, with the reasonable belief that their actions were in the best interest of the corporation. 3. Lack of Material Personal Benefit: It examines whether the director received any material personal benefit or profit that would compromise their integrity and conflict with the duties owed to the corporation. 4. Absence of Gross Negligence or Misconduct: The agreement examines whether the director's actions involved gross negligence, willful misconduct, or intentional violation of law, as these factors may disqualify them from indemnification. 5. Prompt Notice and Cooperation: It outlines that directors must promptly report any claims or demands for indemnification and cooperate fully with the corporation in the investigation and defense of such claims. 6. Reasonableness of Expenses: The agreement ensures that expenses incurred by directors, such as legal fees, are reasonable and necessary for their defense or settlement upon meeting the indemnification standards. It is important to note that there may be different types of Santa Clara California Indemnification Agreements between corporations and directors, depending on the specific needs and circumstances of the parties involved. The agreement may be tailored to address additional provisions such as limitations on indemnification, advancement of expenses, insurance coverage, and other indemnification-related matters specific to the corporation's operations. In summary, the Santa Clara California Indemnification Agreement between a corporation and its directors provides a framework for determining whether the standards for indemnification have been met. By considering factors such as compliance with state law, good faith, absence of personal benefit, and prompt cooperation, this agreement safeguards directors from potential liabilities related to their corporate duties.

Santa Clara California Indemnification Agreement is a legal agreement between a corporation and its directors, outlining the terms and conditions for indemnification of directors in certain situations. This agreement ensures that the directors are protected from financial liabilities arising out of their roles and responsibilities in the corporation. One crucial aspect of the Santa Clara California Indemnification Agreement is the method for determining whether the standards for indemnification have been met. The agreement sets specific criteria and standards to evaluate whether a director qualifies for indemnification. The Santa Clara California Indemnification Agreement outlines the following factors to determine if indemnification standards have been met: 1. Compliance with State Law: The indemnification agreement ensures that indemnification standards are in line with the laws and regulations of the State of California, specifically Santa Clara. 2. Good Faith and Reasonable Belief: The agreement considers whether the director acted in good faith, with the reasonable belief that their actions were in the best interest of the corporation. 3. Lack of Material Personal Benefit: It examines whether the director received any material personal benefit or profit that would compromise their integrity and conflict with the duties owed to the corporation. 4. Absence of Gross Negligence or Misconduct: The agreement examines whether the director's actions involved gross negligence, willful misconduct, or intentional violation of law, as these factors may disqualify them from indemnification. 5. Prompt Notice and Cooperation: It outlines that directors must promptly report any claims or demands for indemnification and cooperate fully with the corporation in the investigation and defense of such claims. 6. Reasonableness of Expenses: The agreement ensures that expenses incurred by directors, such as legal fees, are reasonable and necessary for their defense or settlement upon meeting the indemnification standards. It is important to note that there may be different types of Santa Clara California Indemnification Agreements between corporations and directors, depending on the specific needs and circumstances of the parties involved. The agreement may be tailored to address additional provisions such as limitations on indemnification, advancement of expenses, insurance coverage, and other indemnification-related matters specific to the corporation's operations. In summary, the Santa Clara California Indemnification Agreement between a corporation and its directors provides a framework for determining whether the standards for indemnification have been met. By considering factors such as compliance with state law, good faith, absence of personal benefit, and prompt cooperation, this agreement safeguards directors from potential liabilities related to their corporate duties.