An Indemnification Agreement for the Benefit of Corporate Director, Officer, Employee, Agent, or Representative is an agreement between a company and its employees, officers, directors, agents, or representatives that provides for the company to indemnify and hold harmless those individuals from any claims, damages, loss, or expenses arising from their services to the company. This could include any legal costs incurred due to claims arising from their performance of their duties or from their involvement in the company’s activities. There are two main types of indemnification agreements: "Full Indemnification" and "Limited Indemnification". Full Indemnification agreements provide for the company to indemnify the individual to the fullest extent of the law, which typically includes paying for legal fees and costs as well as any damages or losses suffered by the individual. Limited Indemnification agreements provide for the company to indemnify the individual only up to a certain limit. This limit is typically defined in the agreement and may include a cap on legal fees and costs or a cap on damages or losses. The purpose of an Indemnification Agreement for the Benefit of Corporate Director, Officer, Employee, Agent, or Representative is to protect the company and its employees from any potential liabilities arising from their services to the company. By entering into an indemnification agreement, the company agrees to cover any claims or losses that may arise from the individual’s actions while performing their duties, thus providing an important layer of protection to the company.
Indemnification Agreement for the Benefit of Corporate Director, Officer, Employee, Agent, or Representative
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FAQ
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 is a legal term which means ?to pay the costs of or to reimburse another person for costs incurred?. In the context of a non-profit corporation, indemnification would involve the payment. by the corporation of the legal costs, expenses, settlements and judgments of a director or.
With two exceptions, the Companies Act prohibits a company from exempting or indemnifying a director from any liability arising from any negligence, default, breach of duty, or breach of trust.
In the indemnification agreement, the company agrees to reimburse the director or officer for losses incurred in legal proceedings related to his service as company director or officer and to advance funds to the director or officer to pay expenses as they are incurred.
Under a typical indemnification provision, the employer agrees to indemnify the executive against lawsuits, claims, or demands against the employee resulting from the employee's good faith performance of his or her duties and obligations.
With respect to criminal proceedings, a director or officer is entitled to indemnification or advancement only if he or she had no reasonable basis to believe that his or her conduct was unlawful.
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.