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

King Washington Directors and Officers Indemnity Trust

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

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

King

Control #:

US-CC-17-105G

Format:

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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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

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.

Owners of corporations and limited liability companies can have statutory and contractual obligations to indemnify officers, directors, managers, and members for legal fees incurred in defending litigation.

To indemnify another party is to compensate that party for losses that that party has incurred or will incur as related to a specified incident.

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).

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.

By statute, Delaware has established a minimum standard of conduct that, if met by a director or officer, permits a corporation to indemnify such director or officer pursuant to a charter or bylaw provision, an indemnification agreement with such D&O, or a resolution of the board or stockholders.

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.

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

The most important part of an indemnification clause is that it protects the indemnified party from lawsuits filed by third parties. This protection is important because damaged parties are still able to pursue compensation for their losses even if this clause isn't in the contract.

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Side B coverage covers the losses of directors and officers when the company does grant indemnification. Learn more about MetLife employee benefits and financial solutions.3 of the Trust Deed. Welcome to the Hong Kong Institute of Certified Public Accountants (HKICPA) members' area for International Standards. 1916Dunlap , assistant trust officer ; L. B.Worley , assistant manager .

King Washington Directors and Officers Indemnity Trust

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