The Kansas Indemnity Agreement is a legal document that establishes the terms and conditions of indemnification between a corporation and its directors, officers, employees, and agents. This agreement ensures protection for these individuals against legal liabilities, expenses, and damages incurred while acting on behalf of the corporation. It contains important clauses defining the scope of indemnification and the circumstances under which indemnification will be provided. In Kansas, there are two main types of indemnity agreements commonly used between a corporation and its directors, officers, employees, and agents: 1. Director and Officer Indemnity Agreement: This agreement specifically focuses on providing protection to directors and officers of the corporation. It outlines the corporation's obligation to indemnify these individuals for legal liabilities arising from their activities performed in good faith and in the best interest of the corporation. It covers expenses, such as legal fees, judgments, fines, and settlements, and may also include advancement of expenses. 2. Employee and Agent Indemnity Agreement: This agreement extends the scope of indemnification to all employees and agents of the corporation, not just directors and officers. It aims to protect these individuals from legal liabilities incurred in the course of their employment or agency duties. Similar to the director and officer agreement, it covers legal expenses, judgments, fines, and settlements, with provisions for expenses advancement if included. The Kansas Indemnity Agreement between a corporation and its directors, officers, employees, and agents typically includes the following key clauses: 1. Indemnification: Clearly defines the corporation's obligation to indemnify individuals for incurred legal liabilities, subject to the provisions outlined in the agreement. 2. Scope of Indemnification: Specifies the scope of indemnification and the circumstances under which indemnification is provided. It may include language related to good faith actions, acting in the corporation's best interest, and prohibition of gross negligence or willful misconduct. 3. Defense Expenses: Outlines the corporation's obligation to pay for legal expenses, including attorney fees, court costs, and other litigation-related costs. 4. Expenses Advancement: If applicable, provisions for advancement of expenses may be included, allowing individuals to request the corporation to pay for legal expenses incurred during legal proceedings before their resolution. 5. Notification: Requires the indemnified individuals to promptly notify the corporation about any claims or legal actions for which they seek indemnification. 6. Procedures for Indemnification: Establishes the procedures individuals must follow to obtain indemnification, such as submitting a written request, cooperating in the defense, and providing necessary documentation. 7. Limitations or Conditions: May include limitations or conditions on indemnification, such as exclusions for intentional misconduct, actions not in the corporation's best interest, or resolutions through settlements without corporation's consent. It is important to consult with legal professionals familiar with Kansas state laws to draft a comprehensive and compliant indemnity agreement tailored to a specific corporation's needs and circumstances.
Kansas Indemnity Agreement between corporation and directors officers employees and agents of corporation
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