A Georgia Indemnification Agreement between a corporation and its current and future directors is a legally binding contract that outlines the terms and conditions under which the corporation agrees to provide indemnification and hold harmless protection to its directors. The purpose of such an agreement is to protect the directors from legal claims or liabilities arising from their role and responsibilities while serving the corporation. It ensures that directors can perform their duties without fear of personal financial repercussions. In Georgia, there are primarily two types of Indemnification Agreements that corporations can enter into with their directors: 1. Standard Georgia Indemnification Agreement: This agreement is designed to provide indemnification to directors for any expenses, damages, or losses incurred as a result of legal actions or proceedings. It covers a broad spectrum of liabilities, including lawsuits, administrative proceedings, investigations, or any other legal claims arising from their corporate duties. 2. Delaware Enhanced Indemnification Agreement: This agreement offers additional and enhanced levels of protection to directors. It includes indemnification for expenses incurred in successfully defending against legal actions or proceedings, even if the director is found partially at fault. The agreement may also cover advancement of legal expenses, settlement costs, and liability insurance coverage. Keywords: Georgia, Indemnification Agreement, corporation, current directors, future directors, legal claims, liabilities, hold harmless protection, terms, conditions, expenses, damages, losses, lawsuits, administrative proceedings, investigations, Delaware Enhanced Indemnification Agreement, indemnification, protection, legal actions, proceedings, advancement of legal expenses, settlement costs, liability insurance coverage.
Georgia Indemnification Agreement between corporation and its current and future directors
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FAQ
What Is an Indemnification Clause? An indemnification clause is a legally binding agreement between two parties specifying that one party (the indemnifying party) will compensate the other party (the indemnified party) for any losses or damages that may arise from a particular event or circumstance.
A director and officer indemnification agreement is a contract that allows executives to protect themselves from claims made against them while performing job. Indemnification means that in the event a lawsuit is filed against a company, the indemnified party is "held harmless" from claims.
Indemnification clauses are generally enforceable, but there are important qualifications. Some courts hold that broad form or ?no fault? indemnifications, which are blind to fault on the part of either party, violate public policy.
In the indemnification agreement, the corporation agrees to reimburse the director or officer for losses incurred in legal proceedings related to their service as a corporate director or officer to the maximum extent permitted by law.
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 ...
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.
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.
Indemnification is protection against loss or damage. When a contract is breached, the parties look to its indemnity clause to determine the compensation due to the aggrieved party by the nonperformer. The point is to restore the damaged party to where they would have been if not for the nonperformance.