What is a standard indemnification clause?

Indemnification clauses are clauses in contracts that set out to protect one party from liability if a third-party or third entity is harmed in any way. It's a clause that contractually obligates one party to compensate another party for losses or damages that have occurred or could occur in the future.

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Articles of Incorporation with Indemnification

Alameda California Articles of Incorporation with Indemnification

Name: Alameda California Articles of Incorporation with Indemnification
Brand: US Legal Forms
Rating: 4.58 (400 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Alameda

Control #:

US-CC-17-124C

Format:

Instant download

Description

This sample form, a detailed Articles of Incorporation, 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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FAQ

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.

Indemnification clauses are clauses in contracts that set out to protect one party from liability if a third-party or third entity is harmed in any way. It's a clause that contractually obligates one party to compensate another party for losses or damages that have occurred or could occur in the future.

Party A shall indemnify, defend and hold harmless Party B against any and all loss arising out of, by reason of, in connection with or as a result of third-party claims in connection with intellectual property that is the subject matter of license under this agreement.

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.

Enforcement of Contract of Indemnity A contract of indemnity can be invoked according to its terms like the express promise. Damages, legal costs of judgement, the amount paid under the terms of the agreement are some of the claims which Indemnity holder can include in its claims.

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

Example 1: Here is an example of a simple indemnity clause in a contract: "I hereby release, acquit and discharge company and its agents and employees from any liability arising from any circumstance including the negligence of company or its employees.

To indemnify means to compensate someone for his/her harm or loss. 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.

"Each party agrees to indemnify, defend, and hold harmless the other party from and against any loss, cost, or damage of any kind (including reasonable outside attorneys' fees) to the extent arising out of its breach of this Agreement, and/or its negligence or willful misconduct."

The most important tip for drafting an effective indemnity is to ensure that the clause is worded to suit the particular circumstances of the contracting parties. If there is a dispute about the operation of a contractual indemnity, the balance of the contract will help to identify how the indemnity operates.

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Alameda California Articles of Incorporation with Indemnification

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