What is the purpose of an indemnification agreement?

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

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Directors and Officers Indemnity Trust

Broward Florida Directors and Officers Indemnity Trust

Name: Broward Florida Directors and Officers Indemnity Trust
Brand: US Legal Forms
Rating: 4.68 (366 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Broward

Control #:

US-CC-17-105G

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Instant download

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

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Modification: As opposed to indemnification and advancement rights created by the company's organizational documents, which may be amended by the board or shareholders, indemnification agreements allow the director or officer to prevent the company from unilaterally terminating or reducing the indemnitee's rights.

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

Indemnification under Companies Act, 2013: While Section 201 of the erstwhile Companies Act, 1956 had restricted a company from indemnifying the directors of the company, the Companies Act, 2013 does not have any such restriction and therefore, directors can now be indemnified by companies against liabilities.

Under Section 145(c) of the Delaware General Corporation Law (DGCL), Delaware corporations are required, in certain circumstances, to indemnify directors and officers of the corporation for costs incurred in connection with litigation and other proceedings arising from the official's corporate role, including attorneys

Indemnification. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.

What does "Corporate Indemnification" mean? Generally, indemnification refers to a situation in which one party (the indemnifying party) agrees or is required to cover the costs, losses and/or expenses experienced by another party (the indemnified party).

For instance, under section 124 of the Canada Business Corporations Act (CBCA), corporations are allowed (but are not required) to indemnify directors and officers for expenses related to any legal costs resulting from their association with the corporation.

An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c

That it is non-exclusive (i.e., that indemnification and advancement of expenses under provisions in the company's articles of incorporation and bylaws is also available).

In contrast, Delaware law does not allow corporations to indemnify directors and officers if they are found to have acted in bad faith. Thus, Delaware courts have stated that the boundaries for indemnification are 'success' and 'bad faith.

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Commonly, alleged fraud or intentional misconduct may not be acts for which a director or officer is indemnified. Assistant Division Director and includes 361 employees statewide.22. Contracting Officer means the person assigned under a contract, usually a department director or his or her designee, who has.

Broward Florida Directors and Officers Indemnity Trust

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