A Kansas Indemnity Agreement, also known as a "Director and Officer Indemnity Agreement" or "D&O Indemnity Agreement," is a legally binding document that outlines the financial protection and indemnification provisions offered by a corporation to its directors and officers in specific circumstances. This agreement serves as a contract between the corporation and its directors and officers, providing necessary protection from personal liability while performing their duties. Kansas recognizes various types of Indemnity Agreements, such as: 1. Indemnification for Corporate Proceedings: This type of agreement focuses on indemnifying directors and officers from any liabilities, expenses, and legal fees incurred while defending against claims arising out of actions taken within their official capacity. It ensures that directors and officers will not be held personally responsible for damages if they acted in good faith and in the best interest of the corporation. 2. Indemnification for Third-Party Claims: This agreement type covers situations where directors and officers face legal actions brought by a third party (not the corporation itself), such as shareholders, investors, or other external entities. Directors and officers are protected from financial burdens arising from such legal proceedings, including settlement costs, judgments, and attorney fees. 3. Advancement of Expenses: This provision allows directors and officers to request the advancement of legal expenses, including attorney fees, court costs, and other related charges, which they might incur while defending themselves in legal proceedings. This provision ensures immediate financial support to directors and officers, relieving them of the burden of covering expenses out-of-pocket. 4. Limits and Exclusions: Kansas Indemnity Agreements may specify certain limits or exclusions on the corporation's indemnification obligations. These limitations may be related to specific types of misconduct, breaches of fiduciary duties, or actions taken outside the scope of official duties. However, corporations must comply with Kansas state laws while designing such limitations, ensuring they are not overly restrictive or against public policy. When drafting a Kansas Indemnity Agreement, it is essential to include relevant keywords such as "indemnification," "corporation," "directors," "officers," "liabilities," "expenses," "legal fees," "third-party claims," "advancement of expenses," and "limits and exclusions." These keywords will help create a comprehensive description that aligns with the topic and provides valuable information to readers seeking an understanding of Kansas Indemnity Agreements.
Kansas Indemnity Agreement between corporation and directors and / or officers
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How to fill out Kansas Indemnity Agreement Between Corporation And Directors And / Or Officers?
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Insured parties: Directors Liability Insurance protects a company's directors and officers and the company in case they get indicted over the decisions taken by them to manage the business. On the other hand, professional liability insurance protects businesses and individuals that provide professional services.
Although similar to a hold harmless agreement, an indemnity agreement is an arrangement whereby one party agrees to pay the other party for any damages regardless of who is at fault.
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.
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.
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.
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.
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 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.