The Hawaii Indemnity Agreement is a legally binding document that establishes the terms and conditions of indemnification between Central Software, Inc. (the "Company") and its officers, providing protection and financial security for officers who face legal claims or liabilities while acting in their official capacities. This agreement is vital in safeguarding the interests of officers and promoting their continued service, knowing they are protected from legal and financial consequences that may arise from their corporate duties. Under this agreement, Central Software, Inc. agrees to indemnify its officers for any costs, expenses, judgments, or settlements incurred as a result of any claims, including but not limited to lawsuits, investigations, or regulatory actions, arising from the performance of their duties on behalf of the Company. The indemnification covers acts or omissions committed in good faith and within the scope of the officer's employment, barring intentional misconduct or gross negligence. Keywords: Hawaii Indemnity Agreement, Central Software, Inc., officer of corporation, indemnification, protection, legal claims, liabilities, financial security, terms and conditions, corporate duties, costs, expenses, judgments, settlements, lawsuits, investigations, regulatory actions, omissions, good faith, scope of employment, intentional misconduct, gross negligence. Types of Hawaii Indemnity Agreements between Central Software, Inc. and officers of the corporation may include: 1. General Indemnity Agreement: This agreement provides broad protection to officers, indemnifying them for a wide range of claims and legal actions arising from their official capacity. It covers typical responsibilities and risks associated with corporate roles and responsibilities. 2. Litigation-Specific Indemnity Agreement: In certain cases, where an officer may face specific legal challenges or lawsuits related to their role in the corporation, the agreement may specify additional indemnification terms for these particular scenarios. This type of agreement is tailored to manage the unique risks and liabilities inherent in the officer's specific duties. 3. Regulatory Compliance Indemnity Agreement: When officers are involved in regulatory proceedings or investigations, this agreement ensures their protection by indemnifying them against any legal costs, penalties, or fines resulting from those actions. It supports the officers in executing their roles without fear of personal financial liability for compliance-related matters. 4. Merger or Acquisition Indemnity Agreement: In the context of corporate mergers or acquisitions, officers may require additional indemnification due to the heightened risks and potential legal challenges associated with these transactions. This type of agreement extends protection to officers during the transition period, shielding them from any liabilities arising from the merger or acquisition process. By implementing the Hawaii Indemnity Agreement, Central Software, Inc. demonstrates its commitment to its officers, ensuring that they can fulfill their corporate duties with confidence and peace of mind, free from the burden of potential legal and financial repercussions.
Hawaii Indemnity Agreement between Centra Software, Inc. and officer of corporation
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Indemnification is a legal agreement by one party to hold another party blameless ? not liable ? for potential losses or damages. It is similar to a liability waiver but is usually more specific, applicable only to particular items, circumstances, or situations, or in regard to a particular contract.
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.
Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.
Indemnification is, generally speaking, a reimbursement by a company of its Ds&Os for expenses or losses they have incurred in connection with litigation or other proceedings relating to their service to the company.
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 ...
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.
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.
A Standard Clause to be inserted into a written executive employment contract detailing the corporate employer's obligation to reimburse the executive for losses incurred in legal proceedings related to service as a corporate director or officer.