Los Angeles, California Indemnity Agreement between corporation and directors and/or officers is a legally binding contract that outlines the terms and conditions for indemnifying directors and officers of a corporation against any liabilities, expenses, or losses incurred while performing their duties for the corporation. This agreement is designed to protect the individuals from personal financial harm, providing them with a sense of security and confidence to carry out their responsibilities effectively. In Los Angeles, there are various types of indemnity agreements that a corporation can enter into with its directors and officers. Some key agreements include: 1. General Indemnity Agreement: This is the most common type of indemnity agreement, wherein a corporation agrees to indemnify its directors and officers against any claims, damages, or expenses arising out of their service to the corporation. The agreement typically covers legal fees, settlements, judgments, and other related costs incurred in defending against a claim. 2. Advancement of Expenses Agreement: This agreement specifies that the corporation will advance funds to directors and officers to cover legal expenses incurred during an investigation, lawsuit, or other legal proceedings. It ensures that the individuals have the necessary financial resources to defend themselves without depleting personal assets. 3. Indemnification upon Change of Control Agreement: This agreement comes into effect when there is a change in corporate ownership, such as a merger or acquisition. It provides enhanced indemnification protection to directors and officers by guaranteeing them the same level of protection they had before the change of control. 4. Indemnity Insurance Agreement: In addition to, or in lieu of, a typical indemnity agreement, corporations may choose to obtain directors and officers (D&O) insurance. Such policies provide coverage for liabilities and expenses faced by the directors and officers in the performance of their corporate duties. 5. Indemnification Limitation Agreement: Sometimes, corporations may include clauses in the indemnity agreement that limit their liability to directors and officers. Such clauses can take the form of monetary limits, exclusions for certain types of claims, or conditions for indemnification. In conclusion, the Los Angeles, California Indemnity Agreement between corporation and directors and/or officers is a crucial contract that safeguards directors and officers from personal financial risk. Understanding the various types of indemnity agreements available allows corporations and executives to tailor their agreements to best suit the specific needs and circumstances of their organization.