The Kansas Indemnity Agreement is a legal document that establishes the terms and conditions of indemnification between a corporation and its directors, officers, employees, and agents. This agreement ensures protection for these individuals against legal liabilities, expenses, and damages incurred while acting on behalf of the corporation. It contains important clauses defining the scope of indemnification and the circumstances under which indemnification will be provided. In Kansas, there are two main types of indemnity agreements commonly used between a corporation and its directors, officers, employees, and agents: 1. Director and Officer Indemnity Agreement: This agreement specifically focuses on providing protection to directors and officers of the corporation. It outlines the corporation's obligation to indemnify these individuals for legal liabilities arising from their activities performed in good faith and in the best interest of the corporation. It covers expenses, such as legal fees, judgments, fines, and settlements, and may also include advancement of expenses. 2. Employee and Agent Indemnity Agreement: This agreement extends the scope of indemnification to all employees and agents of the corporation, not just directors and officers. It aims to protect these individuals from legal liabilities incurred in the course of their employment or agency duties. Similar to the director and officer agreement, it covers legal expenses, judgments, fines, and settlements, with provisions for expenses advancement if included. The Kansas Indemnity Agreement between a corporation and its directors, officers, employees, and agents typically includes the following key clauses: 1. Indemnification: Clearly defines the corporation's obligation to indemnify individuals for incurred legal liabilities, subject to the provisions outlined in the agreement. 2. Scope of Indemnification: Specifies the scope of indemnification and the circumstances under which indemnification is provided. It may include language related to good faith actions, acting in the corporation's best interest, and prohibition of gross negligence or willful misconduct. 3. Defense Expenses: Outlines the corporation's obligation to pay for legal expenses, including attorney fees, court costs, and other litigation-related costs. 4. Expenses Advancement: If applicable, provisions for advancement of expenses may be included, allowing individuals to request the corporation to pay for legal expenses incurred during legal proceedings before their resolution. 5. Notification: Requires the indemnified individuals to promptly notify the corporation about any claims or legal actions for which they seek indemnification. 6. Procedures for Indemnification: Establishes the procedures individuals must follow to obtain indemnification, such as submitting a written request, cooperating in the defense, and providing necessary documentation. 7. Limitations or Conditions: May include limitations or conditions on indemnification, such as exclusions for intentional misconduct, actions not in the corporation's best interest, or resolutions through settlements without corporation's consent. It is important to consult with legal professionals familiar with Kansas state laws to draft a comprehensive and compliant indemnity agreement tailored to a specific corporation's needs and circumstances.
Kansas Indemnity Agreement between corporation and directors officers employees and agents of corporation
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The indemnity may cover liability incurred by the director to any person other than the company or an associated company. This may include both legal costs and the financial costs of an adverse judgement.
Indemnification under Companies Act, 2013: While Section 201 of the erstwhile Companies Act, 1956 had restricted a company from indemnifying the directors of the company, the Companies Act, 2013 does not have any such restriction and therefore, directors can now be indemnified by companies against liabilities.
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.
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.
A Standard Clause to be inserted into a written executive employment contract detailing the corporate employer's obligation to reimburse the executive for losses incurred in legal proceedings related to service as a corporate director or officer.
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.
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.