California Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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US-CC-17-158
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17-158 17-158 . . . Indemnification Agreement between corporation and its directors and/or officers including future directors and officers containing detailed provisions relating to method for determining whether standards for indemnification or reimbursement have been met and making corporation responsible for all costs of determining whether a person is entitled to indemnification or reimbursement regardless of whether person is ultimately found to be entitled to indemnification

A California Indemnification Agreement is a legal contract between a corporation and its directors that outlines the terms and conditions for indemnification, specifically regarding the method used to determine whether the standards for indemnification have been met. This agreement is essential for protecting directors from personal liability and ensuring they are appropriately reimbursed for any legal costs or damages incurred while acting in their official capacity. The purpose of this agreement is to establish a clear process for evaluating claims made by directors seeking indemnification. It ensures that the corporation's reputation and financial resources are not jeopardized by unjustified claims, while also providing directors with a fair and objective means of determining whether they are entitled to indemnification. The California Indemnification Agreement typically specifies several key elements: 1. Definitions: This section outlines the terms used throughout the agreement, such as "corporation," "director," and "indemnification." 2. Scope of Indemnification: The agreement defines the scope of indemnification, specifying the types of claims, liabilities, expenses, and damages that are covered. It may also include any exclusions or limitations on indemnification, such as actions that involve gross negligence or willful misconduct. 3. Duty to Defend: This clause clarifies the corporation's obligation to provide legal representation and cover legal expenses for directors facing claims arising from their corporate duties. 4. Standard for Determining Indemnification: The agreement outlines the method for determining whether the standards for indemnification have been met. This often involves establishing certain criteria, such as a determination by the corporation's board of directors or independent legal counsel that the director acted in good faith, in a manner believed to be in the corporation's best interest, and with the care that an ordinarily prudent person would exercise. 5. Procedures for Seeking Indemnification: The agreement delineates the procedures directors must follow when seeking indemnification, including the requirement to provide prompt notice of a claim and to cooperate fully in the defense of such claim. 6. Advancement of Expenses: This section addresses the advancement of expenses to cover the costs of defending against claims before a final determination of entitlement to indemnification is made. 7. Severability: The agreement may include a severability clause, stating that if any provision is found to be unenforceable or invalid, it does not affect the validity or enforceability of the remaining provisions. Different types of California Indemnification Agreements may exist, depending on the specific needs and requirements of the corporation. Some variations may include tailored provisions related to specific industries, ownership structures, or corporate governance frameworks. However, regardless of the variations, the fundamental purpose of the agreement remains consistent: to protect directors from personal liability and ensure a fair process for determining indemnification standards are met.

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  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
  • Preview Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met

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Any director sued under this section may file a cross-complaint against the person or persons who are liable to the director as a result of the subrogation provided for in this subdivision or may proceed against them in an independent action. (Amended by Stats.

Under Section 317, subdivision (b), California corporations have the power to indemnify any person who was or is a party or is threatened to be made a party (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the ...

Under Section 317, subdivision (b), California corporations have the power to indemnify any person who was or is a party or is threatened to be made a party (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the ...

An agreement to indemnify a person against an act thereafter to be done, is void, if the act be known by such person at the time of doing it to be unlawful. 2774. An agreement to indemnify a person against an act already done, is valid, even though the act was known to be wrongful, unless it was a felony. 2775.

Section 317 was enacted to encourage capable individuals to act for and in the place of the corporation by affording them indemnification for the expenses of defending against lawsuits to which they are made parties because they are agents of the corporation.

Indemnification is, generally speaking, a reimbursement by a company of its Ds&Os for expenses or losses they have incurred in connection with litigation or other proceedings relating to their service to the company.

CA Corp. Code§ 317(b) states a corporation has the power to indemnify any person who,? ? is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith.?

(a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parent, unless the transaction, or an employee benefit plan authorizing the loans or guaranties after disclosure of the right under such a plan to include officers or ...

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This Indemnification Agreement (“Agreement”) is made as of this day of 2002 by and between Logitech, Inc., a California corporation (the “Company”), and ,(“ ... If Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable ...Some companies choose to provide mandatory indemnification for directors (i.e., the Company is required to indemnify a director if the applicable conditions  ... “Acceptance” means the written acceptance issued to the Contractor by the State after the. Contractor has completed a Deliverable, Submittal, or other Contract ... This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Aug 9, 2023 — Indemnifications, or hold harmless provisions, shift risks or potential costs from one party to another. View a sample indemnification ... by RP McKinney · 1987 · Cited by 14 — Legal counsel should test the scope of a particular indemnification statute by determin- ing what standards must be met, what procedures must be fol- lowed, and ... by JE Irenas · 1984 · Cited by 18 — New Jersey's Act delineates explicit procedures for determining whether a corporate agent has met the statutory standard of care, yet allows flexibility ... The purpose of this article is to assist transactional and litigation attorneys in the negotiation and drafting of customized, and therefore more effective, ... Feb 9, 2021 — By statute, Delaware has established a minimum “standard of conduct” that, if met by a director or officer, permits a corporation to indemnify ...

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California Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met