A Missouri Indemnity Agreement serves as a legal contract that provides protection and financial security to corporate directors and officers in the state of Missouri. This agreement defines the terms and conditions under which a corporation agrees to indemnify and reimburse its directors and officers for any legal expenses, settlements, or judgments they may incur while fulfilling their corporate duties and responsibilities. The Missouri Indemnity Agreement typically includes the following key elements: 1. Indemnification Scope: This clause specifies the extent of indemnification that the corporation will provide to its directors and officers. It outlines the coverage provided for legal actions, investigations, or other proceedings arising out of their corporate roles. 2. Expenses Coverage: The agreement clearly outlines the types of expenses that will be covered, including attorney fees, court costs, expert witness fees, travel expenses, and any other reasonable costs incurred in the defense of legal actions. 3. Standard of Conduct: It lays out the standard of conduct expected from directors and officers. The agreement may include provisions indicating that indemnification will only be provided if the individual acted in good faith, believed their actions were in the best interests of the corporation, and did not involve intentional misconduct or breaches of fiduciary duties. 4. Advancement of Expenses: This section addresses the corporation's responsibility to promptly advance expenses incurred by directors and officers during legal proceedings, ensuring they have immediate access to necessary resources. 5. Procedure for Claim Settlement: The agreement specifies the process for submitting indemnification claims, including the notification requirements, documentation, and the corporation's obligation to review and settle the claims in a timely manner. There are no specific types of Missouri Indemnity Agreements between corporations and directors and/or officers. However, variations and specific provisions can be added or modified based on the particular needs and circumstances of the corporation and its leadership. In conclusion, a Missouri Indemnity Agreement is a vital tool that provides legal protection and financial security to directors and officers of a corporation in Missouri. By outlining the scope of indemnification, coverage of expenses, conduct expectations, and claim settlement procedures, this agreement ensures that directors and officers can perform their duties diligently and confidently, without undue personal liability concerns.
Missouri Indemnity Agreement between corporation and directors and / or officers
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How to fill out Indemnity Agreement Between Corporation And Directors And / Or Officers?
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FAQ
Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
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 Agreement to secure against loss or damage; to give security for the reimbursement of a person in case of an anticipated loss falling upon him. Also to make good; to compensate; to make reimbursement to one of a loss already incurred by him.
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 company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.
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 ...