A West Virginia Indemnity Agreement is a legal contract that outlines the terms and conditions of indemnification between a corporation and its directors, officers, employees, and agents. This agreement serves to protect these individuals from financial loss or legal expenses incurred while carrying out their duties on behalf of the corporation. It acts as a shield against potential lawsuits, claims, or liabilities arising from their actions within their official capacities. The main purpose of the West Virginia Indemnity Agreement is to provide reassurance to directors, officers, employees, and agents that the corporation will cover any legal costs, damages, or settlements resulting from claims made against them during the performance of their corporate responsibilities. This agreement gives the individuals the confidence to fulfill their roles effectively, knowing that they will not be personally liable for negligent acts, errors, or omissions they may make unintentionally. Key elements typically included in a West Virginia Indemnity Agreement include: 1. Scope of coverage: The agreement specifies the extent of indemnification provided, outline situations and scenarios in which indemnification is applicable, and define any limitations or exceptions that may exist. 2. Legal fees and expenses: It addresses who will be responsible for legal fees, court costs, and other related expenses. Generally, the corporation agrees to pay or reimburse such costs to the fullest extent permitted by West Virginia law. 3. Advancement of expenses: The agreement may allow for the corporation to advance funds to directors, officers, employees, or agents to cover legal expenses incurred during the defense of a claim, subject to agreements on repayment if the individual is ultimately found liable for such expenses. 4. Standard of conduct: The agreement often includes specific standards of conduct that must be followed by the individuals seeking indemnification. Failure to meet these standards may result in a denial or partial indemnification. 5. Additional insurance: It may require the corporation to maintain directors and officers liability insurance, which can provide an extra layer of protection and coverage for the individuals covered by the agreement. Different types of West Virginia Indemnity Agreements may include: 1. Corporate Agreement: This agreement is between a corporation and its directors, officers, employees, and agents. It typically covers a broad range of individuals connected to the corporation. 2. Director Agreement: This agreement is specifically designed for directors of a corporation. It outlines the indemnification terms and conditions applicable to these individuals. 3. Officer Agreement: This agreement is tailored for officers of a corporation, such as the Chief Executive Officer (CEO), Chief Financial Officer (CFO), or Chief Operating Officer (COO). It specifies the indemnity rights and obligations that apply uniquely to officers. 4. Employee Agreement: This agreement focuses on employees of a corporation. It addresses the indemnification terms and provisions applicable to employees below the officer level. 5. Agent Agreement: This agreement is geared towards agents of a corporation, such as independent contractors or consultants. It outlines the indemnification rights and responsibilities specific to these individuals acting on behalf of the corporation. In summary, a West Virginia Indemnity Agreement is a crucial legal document that safeguards the directors, officers, employees, and agents of a corporation from personal liability. It guarantees financial protection by obligating the corporation to cover legal expenses, damages, or settlements resulting from claims arising out of their official duties. Different variations of this agreement may exist, tailored to the specific roles and responsibilities of the various individuals within the corporation.
West Virginia Indemnity Agreement between corporation and directors officers employees and agents of corporation
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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.
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.
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.
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.
10 years after occupancy or acceptance by owner, whichever occurs first. Disclaimer: This information was published on August 1, 2021.
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.
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