Georgia Indemnity Agreement between corporation and directors and / or officers

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-171
• Format: Word; Rich Text

Description

This sample form, a detailed Indemnity Agreement, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats. 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 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.