In the District of Columbia, an Indemnification Agreement serves as a contractual protection for corporations and their high-ranking officers, such as Vice Presidents and above. This agreement outlines the corporation's commitment to providing indemnification to its directors and non-director officers, ensuring their legal expenses are covered in the event they face litigation or legal proceedings related to their corporate duties. The agreement serves as a mechanism to attract and retain top-level talent, providing individuals with the reassurance that they will be protected against potential personal financial loss. There may be different variations of the District of Columbia Indemnification Agreement based on the corporation's specific requirements and the roles of the officers being indemnified. For instance, some agreements may be tailored to cover only directors, while others extend coverage to non-director officers as well. The level of coverage may also vary depending on the officer's position within the corporation's hierarchy. The Indemnification Agreement typically includes key provisions to safeguard officers' interests, such as: 1. Definitions: This section of the agreement clearly defines the roles and responsibilities of the officers covered, specifically listing the corporate positions falling under the scope of the agreement. 2. Indemnification Scope: The agreement outlines the circumstances under which the corporation is obligated to provide indemnification. This can include legal actions arising from acts or omissions made in good faith and in the best interests of the corporation, excluding intentional misconduct or violations of the law. 3. Advancement of Expenses: The agreement specifies that the corporation will cover the officers' reasonable legal expenses upfront, including attorney fees, court costs, and other related costs necessary for their defense. 4. Procedures for Indemnification: The agreement establishes the procedures for officers to request indemnification, including providing notice to the corporation and cooperating in the defense of any legal proceedings. 5. Limitations and Exclusions: There may be certain limitations or exclusions outlined in the agreement, such as a cap on the indemnification amount or restrictions on indemnification for settlements not approved by the corporation. 6. Insurance: The agreement may include provisions requiring the corporation to secure directors and officers liability insurance policies, which can provide an additional layer of protection for the officers. It is essential for corporations and officers at the Vice President level and above to thoroughly review and negotiate the terms of the District of Columbia Indemnification Agreement to ensure their interests are adequately protected. Consulting with legal professionals experienced in corporate law and indemnification agreements can help in tailoring the agreement to specific needs and circumstances.
District of Columbia Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.
Many company constitutions set out rights of indemnity for directors, and often also include provision for directors and officers (D&O) insurance. Alternatively, they may simply provide that the company may indemnify directors. The deed of indemnity is an agreement between the company and a director.
Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ... Indemnification of Directors of Corporations and Managers of ... americanbar.org ? resources ? 2022-august americanbar.org ? resources ? 2022-august
Under a typical indemnification provision, the employer agrees to indemnify the executive against lawsuits, claims, or demands against the employee resulting from the employee's good faith performance of his or her duties and obligations. Indemnification Clause in an Employment Agreement clousebrown.com ? executive-agreements ? indem... clousebrown.com ? executive-agreements ? indem...
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers. Indemnity and Insurance: How Directors and Officers Can Enhance ... cooley.com ? news ? insight ? 2022-08-15-i... cooley.com ? news ? insight ? 2022-08-15-i...
A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from claims. Director And Officer Indemnification Agreement: Definition & Sample contractscounsel.com ? director-and-officer-... contractscounsel.com ? director-and-officer-...
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.