The Minnesota Indemnity Agreement between corporations and directors and/or officers is a legally-binding document aimed at protecting and indemnifying directors and officers from liabilities and expenses incurred while performing their duties. This comprehensive agreement outlines the terms and conditions under which the corporation agrees to indemnify and hold harmless its directors and officers. The agreement typically starts with a preamble highlighting the importance of indemnification and acknowledging Minnesota state law governing such agreements. It then defines key terms such as "Corporation," "Director," "Officer," and "Indemnified Party" to establish a clear understanding of the parties involved. One type of Minnesota Indemnity Agreement is the "Standard Indemnification Agreement." This agreement outlines the extent to which the corporation agrees to indemnify its directors and officers for any legal proceedings or actions brought against them. It typically covers expenses such as attorney fees, judgments, settlements, and costs incurred while defending against claims. Another type is the "Advancement of Expenses Agreement." This agreement allows directors and officers to request upfront payment of legal expenses before the resolution of a legal proceeding. It ensures that individuals are not burdened by personal financial obligations while addressing claims related to their corporate roles. The agreement also addresses certain provisions like "Insurance," which requires the corporation to secure and maintain directors and officers liability insurance coverage to provide further protection. This safeguards directors and officers from financial risk even if the corporation becomes unable to fulfill its indemnification obligations. Furthermore, the agreement details the procedures and processes for making indemnification and advancement of expenses claims. It may require the Indemnified Party to provide written notice of a claim, cooperate fully with the defense, and furnish necessary documentation. The selection of applicable law, forum for resolving disputes, and the severability clause are also fundamental components of this agreement. These ensure that any disagreements or issues arising from the agreement will be addressed in accordance with Minnesota state law and within a designated jurisdiction. Overall, the Minnesota Indemnity Agreement between corporations and directors and/or officers provides a comprehensive framework for indemnification, advancement of expenses, and insurance coverage. By establishing clear guidelines and obligations, it enables corporations to attract and retain talented individuals in leadership positions, ensuring they can fulfill their responsibilities without undue financial risk.