A Nevada Indemnification Agreement is a legal contract that specifies the terms and conditions under which a corporation agrees to indemnify, or compensate, its current and future directors for any expenses, damages, or liabilities incurred while carrying out their duties on behalf of the corporation. This agreement is crucial for corporations in order to attract and retain qualified directors while providing them with protection against personal liability. The Nevada Indemnification Agreement typically includes certain key provisions and clauses, which vary depending on the specific type of agreement. Here are the different types of Nevada Indemnification Agreements commonly used between corporations and their current and future directors: 1. Standard Nevada Indemnification Agreement: This agreement outlines the standard terms of indemnification provided by a corporation to its directors, covering expenses, damages, judgments, fines, settlements, and legal fees they may incur while acting on behalf of the company. It provides protection to directors against claims arising from their actions, unless their conduct involved intentional misconduct or gross negligence. 2. Enhanced Nevada Indemnification Agreement: This type of agreement extends the scope of protection provided to directors beyond the standard terms. It may include additional provisions such as advancement of legal expenses, coverage for derivative actions, and broader indemnification rights. 3. Indemnification Agreement with Individual Directors: In certain cases, a corporation may enter into a separate indemnification agreement with individual directors, tailoring the terms to their specific roles and responsibilities within the company. This agreement can address unique circumstances, such as directors serving on multiple boards or directors involved in high-risk activities within the corporation. 4. Indemnification Agreement for Merger or Acquisition: When a corporation undergoes a merger or acquisition, a specific indemnification agreement may be established to protect the current and future directors of both the acquiring and acquired entities. This agreement ensures that directors are safeguarded against any liabilities arising from the transaction. Keywords: Nevada Indemnification Agreement, corporation, current directors, future directors, indemnify, compensation, expenses, damages, liabilities, duties, personal liability, provisions, clauses, standard, enhanced, individual directors, merger, acquisition, protection, legal fees.
Nevada Indemnification Agreement between corporation and its current and future directors
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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.
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.
Many company constitutions set out rights of indemnity for directors, and often also include provision for directors and officers (D&O) insurance. Alternatively, they may simply provide that the company may indemnify directors. The deed of indemnity is an agreement between the company and a director.
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.
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.
A legal term that means one party agrees to compensate another party for loss or damage that has already occurred, or guarantees, through a contractual agreement, to repay another party for loss or damage that occurs in the future. Indemnification clauses are common in corporations and LLCs.
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 ...