Georgia Indemnity Agreement between corporation and directors and/or officers is a legal document that outlines the terms and conditions of indemnification provided by a corporation to its directors and/or officers. This agreement is designed to protect directors and officers from personal liability, ensuring they can carry out their responsibilities without the fear of financial loss. In Georgia, there are two types of Indemnity Agreements commonly used: Standard Indemnity Agreement and Enhanced Indemnity Agreement. 1. Standard Indemnity Agreement: A Standard Indemnity Agreement between a corporation and its directors and/or officers typically includes the following key provisions: a. Scope of Indemnification: This clause defines the extent to which the corporation will indemnify directors and officers for any losses, liabilities, expenses, or judgments incurred as a result of their service to the corporation. b. Advancement of Expenses: This provision allows the corporation to advance funds to directors and officers to cover legal fees, costs, and other expenses associated with any legal proceedings. c. Limitations and Exclusions: The agreement may include certain limitations and exclusions, outlining situations where indemnification may not be granted, such as if the director or officer acted in bad faith or engaged in willful misconduct. d. Procedure for Seeking Indemnification: This section outlines the steps and procedures directors and officers need to follow to request indemnification, including providing notice and documentation of the claim or action against them. 2. Enhanced Indemnity Agreement: An Enhanced Indemnity Agreement goes a step further than the Standard Agreement by providing broader rights and protections to directors and officers. Key provisions of an Enhanced Indemnity Agreement may include: a. Mandatory Indemnification: This clause ensures that the corporation must indemnify directors and officers for any expenses or liabilities incurred in connection with their roles, except in cases of gross negligence or willful misconduct. b. Broad Advancement of Expenses: The Enhanced Agreement may not only provide for the advancement of legal expenses but also other costs, such as bond premiums, expert witnesses' fees, or travel expenses. c. Indemnification for Third-Party Actions: This provision ensures that directors and officers are indemnified for expenses incurred in defending against claims brought by third parties, including shareholders, employees, or competitors. d. Insurance Coverage: The Enhanced Agreement may require the corporation to secure directors and officers liability insurance (D&O insurance) to further protect directors and officers from personal financial liability. In conclusion, the Georgia Indemnity Agreement between a corporation and its directors and/or officers provides a framework for protecting directors and officers from personal liabilities arising from their service to the corporation. The Standard Indemnity Agreement and Enhanced Indemnity Agreement are two common types that differ in the scope of protection and level of indemnification provided.
Georgia Indemnity Agreement between corporation and directors and / or officers
Description
How to fill out Indemnity Agreement Between Corporation And Directors And / Or Officers?
Have you been inside a situation that you need papers for sometimes enterprise or specific uses just about every working day? There are plenty of legal file templates available online, but discovering versions you can trust is not effortless. US Legal Forms offers 1000s of develop templates, like the Georgia Indemnity Agreement between corporation and directors and / or officers, which can be published to fulfill state and federal needs.
If you are presently acquainted with US Legal Forms website and get your account, basically log in. Next, you can download the Georgia Indemnity Agreement between corporation and directors and / or officers web template.
Unless you offer an bank account and would like to begin to use US Legal Forms, follow these steps:
- Discover the develop you will need and ensure it is to the appropriate town/county.
- Make use of the Preview button to check the shape.
- See the explanation to ensure that you have selected the correct develop.
- If the develop is not what you are seeking, use the Search discipline to find the develop that meets your requirements and needs.
- Whenever you discover the appropriate develop, click Get now.
- Choose the rates program you want, submit the desired info to create your bank account, and buy an order making use of your PayPal or charge card.
- Pick a handy file file format and download your version.
Find each of the file templates you have bought in the My Forms menu. You may get a extra version of Georgia Indemnity Agreement between corporation and directors and / or officers at any time, if required. Just go through the essential develop to download or print out the file web template.
Use US Legal Forms, probably the most considerable collection of legal types, in order to save time as well as stay away from errors. The services offers expertly manufactured legal file templates that you can use for a selection of uses. Create your account on US Legal Forms and start creating your life a little easier.
Form popularity
FAQ
Indemnification clauses are generally enforceable, but there are important qualifications. Some courts hold that broad form or ?no fault? indemnifications, which are blind to fault on the part of either party, violate public policy.
In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.
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.
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 requires the indemnifying party to: Reimburse for covered paid costs and expenses (losses). Georgia courts require reimbursement for all paid losses pursuant to the parties' contract (see, for example, Deep Six, Inc.
Indemnification is protection against loss or damage. When a contract is breached, the parties look to its indemnity clause to determine the compensation due to the aggrieved party by the nonperformer. The point is to restore the damaged party to where they would have been if not for the nonperformance.
Although similar to a hold harmless agreement, an indemnity agreement is an arrangement whereby one party agrees to pay the other party for any damages regardless of who is at fault.
What Is an Indemnification Clause? An indemnification clause is a legally binding agreement between two parties specifying that one party (the indemnifying party) will compensate the other party (the indemnified party) for any losses or damages that may arise from a particular event or circumstance.