The Wyoming Indemnity Agreement is a legally binding contract between a corporation and its directors, officers, employees, and agents. This agreement ensures that these individuals are protected from any liabilities, expenses, and damages incurred while fulfilling their duties on behalf of the corporation. Here are some key details and types of Wyoming Indemnity Agreement: 1. Purpose: The Wyoming Indemnity Agreement serves to indemnify and hold harmless the corporation's directors, officers, employees, and agents for any losses or costs incurred while acting in their official capacities. It safeguards them against legal claims, lawsuits, or government investigations. 2. Scope of Protection: The agreement typically covers a wide range of actions performed by directors, officers, employees, and agents on behalf of the corporation, including decisions, transactions, contracts, business operations, and other corporate activities. 3. Indemnification Clauses: The agreement outlines specific provisions for indemnification, such as the corporation's obligation to advance legal expenses, reimbursement of liabilities, and payment of judgments or settlements. It may also encompass indemnification for costs related to investigations and enforcement actions. 4. Director and Officer Liability Insurance: In addition to the indemnity agreement, corporations may choose to provide directors and officers with liability insurance coverage. This insurance complements the agreement's protections and provides an additional layer of financial security. 5. Standard Indemnity Agreement: The standard Wyoming Indemnity Agreement is the most common type and covers all directors, officers, employees, and agents of the corporation. It establishes a blanket protection for these individuals. 6. Specific Indemnity Agreement: Some corporations may opt for specific indemnity agreements tailored to certain groups or situations. For example, the agreement may solely apply to directors, officers, or employees, or it could be designed specifically for high-risk positions such as executives or board members. 7. Limitations and Exceptions: Indemnification may be subject to certain limitations and exceptions. The agreement might specify instances where indemnification would be withheld, such as cases of intentional misconduct, fraud, or unlawful actions. 8. Mandatory Legal Requirements: Corporations in Wyoming must adhere to specific legal requirements regarding indemnification. It is essential to consult state laws and regulations to ensure compliance and to incorporate any necessary provisions into the agreement. Overall, the Wyoming Indemnity Agreement provides crucial protection for those serving a corporation in various capacities. It safeguards them against personal financial liability, ensuring they can act in the best interests of the company without undue fear of legal consequences.
Wyoming Indemnity Agreement between corporation and directors officers employees and agents of corporation
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FAQ
The indemnity may cover liability incurred by the director to any person other than the company or an associated company. This may include both legal costs and the financial costs of an adverse judgement. But the indemnity must not cover liabilities to the company or to any associated company (subsection (2)).
A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job.
Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board.
Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
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, 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.
Wyoming law usually prohibits those engaged in the oil and gas industry from contractually shifting to others liability for their own negligence. Lexington argued Wyoming's Anti?Indemnity Statute declares void as a matter of public policy ?[a]ll agreements ?