An Ohio Indemnity Agreement is a legal document that outlines the terms and conditions of indemnification provided by Central Software, Inc. to its officers of the corporation. This agreement ensures that the officers are protected from any legal claims, liabilities, or expenses incurred while performing their duties on behalf of the corporation. The primary purpose of the Ohio Indemnity Agreement is to provide financial coverage and legal protection to officers who may face lawsuits or claims arising out of their official capacity. It is designed to indemnify officers against losses, damages, costs, and expenses incurred as a result of any legal actions or proceedings. The agreement includes various provisions and clauses that address the scope of indemnification and the limitations of liability. It typically covers defense costs, settlements, judgments, and attorney fees incurred in the defense of a lawsuit. The indemnification may also extend to expenses like travel, accommodation, and other related costs necessary for the officer's defense. Furthermore, the Ohio Indemnity Agreement may specify certain conditions that need to be met for the officer to qualify for indemnification. These conditions may include acting in good faith, within the scope of their responsibilities, and seeking corporate approval before incurring expenses. There are different types of Ohio Indemnity Agreements that can be entered into between Central Software, Inc. and its officers. These may include: 1. Indemnification in Advance: This type of agreement allows Central Software, Inc. to provide indemnification to its officers in advance of any legal proceedings. It ensures that officers are promptly protected even before any legal claims arise. 2. Indemnification Upon Request: This type of agreement requires officers to request indemnification from Central Software, Inc. after a legal claim or action has been initiated against them. The agreement outlines the process for officers to request reimbursement for their legal expenses. 3. Standard Indemnification: This type of agreement provides standard indemnification to officers of Central Software, Inc., covering all reasonable expenses incurred during the legal defense. 4. Limited Indemnification: In some cases, Central Software, Inc. may opt for limited indemnification, which restricts the scope of coverage provided to officers. This type of agreement may specify certain exclusions or limitations on the types of expenses that can be reimbursed. It's important to note that the specific terms of an Ohio Indemnity Agreement may vary depending on the negotiation between Central Software, Inc. and its officers. It is advisable for both parties to consult legal counsel to ensure that the agreement adequately addresses their needs and protects their interests.