Texas Indemnity Agreement between corporation and directors officers employees and agents of corporation

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-146
• Format: Word; Rich Text

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. The Texas Indemnity Agreement is a legally binding contract between a corporation and its directors, officers, employees, and agents, aimed at protecting and indemnifying them against certain liabilities, expenses, and legal fees incurred in the course of performing their duties on behalf of the corporation. This agreement ensures that individuals associated with the corporation can act confidently and without fear of personal financial loss. Key terms and provisions commonly found in a Texas Indemnity Agreement include: 1. Indemnification provisions: The agreement specifies that the corporation will defend and indemnify its directors, officers, employees, and agents for any damages, liabilities, costs, or expenses incurred due to their actions or omissions in carrying out their responsibilities for the corporation. 2. Scope of indemnity: The agreement outlines the extent of indemnification, which may cover legal fees, judgments, settlements, fines, and other costs resulting from lawsuits, claims, or investigations related to the individuals' corporate duties. 3. Advancement of expenses: The agreement may include a provision stating that the corporation will advance funds to the directors, officers, employees, or agents to cover legal expenses incurred during the defense of a claim or lawsuit, before a final determination of liability or indemnification. 4. Standard of conduct: The agreement may include language specifying the standard of conduct required for indemnification. This may include acting in good faith, in the best interests of the corporation, and not engaging in willful misconduct or gross negligence. 5. Procedure for seeking indemnification: The agreement outlines the procedure for individuals to request indemnification from the corporation. This may include providing written notice to the corporation, cooperating with any investigations or legal proceedings, and submitting appropriate documentation to support the claim. 6. Enforcement and interpretation: The agreement may address how disputes related to indemnification will be resolved, including choice of law, venue, and arbitration provisions. Different types of Texas Indemnity Agreements may exist depending on the specific roles and responsibilities of the individuals involved: 1. Director's Indemnity Agreement: This agreement is specifically tailored for directors of the corporation and provides indemnification for liabilities arising from their duties as members of the board. 2. Officer's Indemnity Agreement: This type of agreement is designed for officers of the corporation, such as the CEO, CFO, or COO, providing indemnification for liabilities incurred while carrying out their executive responsibilities. 3. Employee's Indemnity Agreement: This agreement applies to regular employees of the corporation and may provide indemnification for liabilities related to their job duties, within the limits set by the corporation. 4. Agent's Indemnity Agreement: This form of agreement is applicable to agents appointed by the corporation, such as independent contractors or other representatives, and provides indemnification for liabilities incurred in the scope of their agency. In conclusion, the Texas Indemnity Agreement between a corporation and its directors, officers, employees, and agents is an essential legal tool that protects individuals associated with the corporation from personal financial losses due to their corporate responsibilities. By outlining the scope of indemnification and the procedures for seeking reimbursement, this agreement ensures that individuals can fulfill their roles with confidence and without fear of adverse consequences.

The Texas Indemnity Agreement is a legally binding contract between a corporation and its directors, officers, employees, and agents, aimed at protecting and indemnifying them against certain liabilities, expenses, and legal fees incurred in the course of performing their duties on behalf of the corporation. This agreement ensures that individuals associated with the corporation can act confidently and without fear of personal financial loss. Key terms and provisions commonly found in a Texas Indemnity Agreement include: 1. Indemnification provisions: The agreement specifies that the corporation will defend and indemnify its directors, officers, employees, and agents for any damages, liabilities, costs, or expenses incurred due to their actions or omissions in carrying out their responsibilities for the corporation. 2. Scope of indemnity: The agreement outlines the extent of indemnification, which may cover legal fees, judgments, settlements, fines, and other costs resulting from lawsuits, claims, or investigations related to the individuals' corporate duties. 3. Advancement of expenses: The agreement may include a provision stating that the corporation will advance funds to the directors, officers, employees, or agents to cover legal expenses incurred during the defense of a claim or lawsuit, before a final determination of liability or indemnification. 4. Standard of conduct: The agreement may include language specifying the standard of conduct required for indemnification. This may include acting in good faith, in the best interests of the corporation, and not engaging in willful misconduct or gross negligence. 5. Procedure for seeking indemnification: The agreement outlines the procedure for individuals to request indemnification from the corporation. This may include providing written notice to the corporation, cooperating with any investigations or legal proceedings, and submitting appropriate documentation to support the claim. 6. Enforcement and interpretation: The agreement may address how disputes related to indemnification will be resolved, including choice of law, venue, and arbitration provisions. Different types of Texas Indemnity Agreements may exist depending on the specific roles and responsibilities of the individuals involved: 1. Director's Indemnity Agreement: This agreement is specifically tailored for directors of the corporation and provides indemnification for liabilities arising from their duties as members of the board. 2. Officer's Indemnity Agreement: This type of agreement is designed for officers of the corporation, such as the CEO, CFO, or COO, providing indemnification for liabilities incurred while carrying out their executive responsibilities. 3. Employee's Indemnity Agreement: This agreement applies to regular employees of the corporation and may provide indemnification for liabilities related to their job duties, within the limits set by the corporation. 4. Agent's Indemnity Agreement: This form of agreement is applicable to agents appointed by the corporation, such as independent contractors or other representatives, and provides indemnification for liabilities incurred in the scope of their agency. In conclusion, the Texas Indemnity Agreement between a corporation and its directors, officers, employees, and agents is an essential legal tool that protects individuals associated with the corporation from personal financial losses due to their corporate responsibilities. By outlining the scope of indemnification and the procedures for seeking reimbursement, this agreement ensures that individuals can fulfill their roles with confidence and without fear of adverse consequences.