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Puerto Rico Indemnity Agreement between corporation and directors officers employees and agents of corporation

State:
Multi-State
Control #:
US-CC-17-146
Format:
Word; 
Rich Text
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Description

This sample form, a detailed Indemnity Agreement, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Title: Puerto Rico Indemnity Agreement: Comprehensive Protection for Corporation and its Key Personnel Introduction: The Puerto Rico Indemnity Agreement is a legal contract that provides comprehensive protection to corporations and their directors, officers, employees, and agents against potential liabilities they may face while performing their duties. This detailed description outlines the key features, benefits, and different types of Puerto Rico Indemnity Agreement available. 1. Purpose of Puerto Rico Indemnity Agreement: The Puerto Rico Indemnity Agreement is designed to protect directors, officers, employees, and agents of a corporation from personal financial exposure when acting within their roles and responsibilities. This agreement ensures that individuals fulfilling their duties act with confidence, allowing them to make difficult decisions without the constant fear of legal consequences. 2. Key Features of Puerto Rico Indemnity Agreement: a. Legal Defense: The agreement provides financial coverage, including legal expenses, for any claims or lawsuits filed against directors, officers, employees, or agents while acting in their official capacity. b. Indemnification: The agreement guarantees reimbursement for judgements, settlements, fines, or penalties associated with covered claims, relieving individuals from personal liability. c. Insurance Coverage: Some Puerto Rico Indemnity Agreements may incorporate directors and officers (D&O) liability insurance to provide additional protection against unexpected financial losses. d. Extensive Coverage Scope: The agreement typically covers acts performed within the scope of the individual's duties, subject to specific terms and conditions mentioned in the contract. 3. Types of Puerto Rico Indemnity Agreements: a. Standard Puerto Rico Indemnity Agreement: This is the most common type of agreement that offers comprehensive protection to directors, officers, employees, and agents. b. Specific Indemnity Agreement: Corporations may create customized agreements to cater to specific needs, risks, or challenges faced by key personnel in unique roles or industries. c. Individual Indemnity Agreement: In some cases, corporations may choose to offer separate indemnity agreements to high-level executives or directors with unique responsibilities or higher exposure to potential liabilities. Conclusion: The Puerto Rico Indemnity Agreement serves as a crucial tool to protect the interests of corporations and their key personnel. By mitigating personal financial risks and covering legal expenses, this agreement allows directors, officers, employees, and agents to focus on their responsibilities without undue stress or fear of repercussions. Companies can opt for standard agreements or tailor them to meet specific needs, ensuring comprehensive protection for all involved parties.

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FAQ

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.

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.

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.

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.

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 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 of Employee. Employer shall indemnify Employee and hold him harmless for lawful acts or decisions made by him in good faith while performing his duties for Employer, its parent, subsidiaries and affiliates to the full extent allowed by law.

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 ...

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.

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The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate agreement, if such agreement exists), in the ... Article 4.08 of the PR-GCL authorizes a Puerto Rico corporation to indemnify any ... To the extent that a director, officer, employee or agent of the corporation ...Form of Indemnification Agreement by and among EVERTEC, Inc. and its directors from EVERTEC, Inc. filed with the Securities and Exchange Commission. Apr 13, 2010 — or nonfeasance of the Failed Bank, its directors, officers, employees or agents with respect to the trust business is not assumed hereunder. (b) ... by JH Cheek III · 1969 · Cited by 23 — serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other ... by DF Fitzgerald · 1962 — The permissive statute46 for indemnification allows the corporation to indemnify the director except where he "shall be adjudged.., to be liable for negligence ... Aug 1, 2021 — A Q&A guide to corporate governance law in Puerto Rico. bond of indemnity may be waived by the Board of Directors. The ... construed liberally in favor of each Director, officer and employee of the Corporation to the. 52.222-52 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification. ... Indemnity. 52.227-6 Royalty ... by W Effross · 1993 · Cited by 26 — authorizes indemnification for the director who acts "for a purpose which he rea- sonably believed to be in ... the best interests of the corporation," and then ...

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Puerto Rico Indemnity Agreement between corporation and directors officers employees and agents of corporation