The Georgia Indemnity Agreement between a corporation and its directors, officers, employees, and agents is a legal document that establishes the corporation's commitment to indemnify and protect its key personnel from certain liabilities incurred while acting on behalf of the company. This agreement serves to provide financial security and reassurance to individuals occupying critical positions within the corporation. The scope and provisions of the Georgia Indemnity Agreement may vary depending on the specific needs and requirements of the corporation. Some common types of indemnity agreements between the corporation and its key personnel include: 1. General Indemnification Agreement: This is the standard agreement that provides indemnification to directors, officers, employees, and agents of the corporation for claims, liabilities, and expenses incurred in connection with their corporate duties and responsibilities. 2. Director Indemnification Agreement: This agreement specifically focuses on indemnifying directors of the corporation for any claims, liabilities, or expenses arising out of their service as directors. 3. Officer Indemnification Agreement: This agreement is designed to protect officers of the corporation from claims, liabilities, or expenses incurred in the course of their officer duties and responsibilities. 4. Employee Indemnification Agreement: This agreement is tailored to provide indemnification to employees of the corporation for claims, liabilities, or expenses arising out of their employment with the company. 5. Agent Indemnification Agreement: This agreement ensures that agents representing the corporation are covered and protected from any claims, liabilities, or expenses resulting from their actions on behalf of the company. Regardless of the specific type of Georgia Indemnity Agreement, it typically contains the following key elements: 1. Indemnification Provision: This section outlines the corporation's commitment to indemnify and hold harmless the designated individuals from any liabilities, expenses, or losses incurred while acting within the scope of their corporate duties. 2. Limitations and Exceptions: This section defines the limits and exceptions to the corporation's indemnification obligations based on applicable laws and regulations. It may specify circumstances in which indemnification may not be granted, such as intentional misconduct or breach of fiduciary duty. 3. Advance Payment of Expenses: This provision allows the corporation to provide timely payment or reimbursement of reasonable legal fees, costs, and expenses incurred by the individuals in connection with claims or legal proceedings covered by the indemnity agreement. 4. Insurance Coverage: The agreement may require the corporation to provide insurance policies, such as liability insurance or directors and officers (D&O) insurance, to further protect the individuals covered under the indemnity agreement. 5. Severability: This clause states that if any provision of the agreement is found to be unenforceable or invalid, the remaining provisions will still remain in full force and effect. 6. Governing Law and Venue: The indemnity agreement stipulates that it will be governed by and interpreted in accordance with the laws of the state of Georgia, and any disputes will be subject to the jurisdiction of Georgia courts. It is important to note that this description serves as a general overview of the Georgia Indemnity Agreement and its potential variants. Legal advice from a qualified professional is recommended when tailoring this agreement to the specific needs and circumstances of a corporation and its key personnel.
Georgia Indemnity Agreement between corporation and directors officers employees and agents of corporation
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FAQ
Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees, incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.
Many company constitutions set out rights of indemnity for directors, and often also include provision for directors and officers (D&O) insurance. Alternatively, they may simply provide that the company may indemnify directors. The deed of indemnity is an agreement between the company and a director.
Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
Indemnification requires the indemnifying party to: Reimburse for covered paid costs and expenses (losses). Georgia courts require reimbursement for all paid losses pursuant to the parties' contract (see, for example, Deep Six, Inc.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.