The Massachusetts Indemnity Agreement is a legal document that outlines the agreement between a corporation and its directors, officers, employees, and agents regarding indemnification. It is designed to protect these individuals from personal financial liability in the event they are sued for actions taken on behalf of the corporation. Under the Massachusetts General Laws Chapter 156D, Section 8.51, a corporation may enter into an indemnity agreement with its directors, officers, employees, and agents. This agreement serves as a contractual protection for these individuals, ensuring that they will be indemnified for any legal expenses, judgments, fines, or settlements incurred as a result of their official duties. The Massachusetts Indemnity Agreement offers a comprehensive range of protections and benefits for the covered individuals. It commonly includes the provision of legal counsel and representation, reimbursement of legal fees and expenses, and indemnification for any damages or liabilities imposed on the individual due to their corporate responsibilities. This agreement also covers the costs associated with defending against any claims or lawsuits brought against the individual as a result of their official capacity. It is important to note that Massachusetts law allows for different variations of the Indemnity Agreement based on the level of indemnification provided by the corporation. Some common types of Massachusetts Indemnity Agreements include: 1. Limited Indemnification Agreement: This agreement provides a limited level of protection for directors, officers, employees, and agents. It outlines specific scenarios in which indemnification will be provided and sets certain limitations on the extent of indemnification. 2. Broad Indemnification Agreement: This agreement offers a broader scope of protection, covering a wider range of legal expenses, liabilities, and damages incurred by the covered individuals. It provides comprehensive indemnification and is generally favored by corporations looking to provide significant protection to their directors, officers, employees, and agents. 3. Advances of Expenses Agreement: This agreement specifies that the corporation will advance legal fees and expenses to the individual during the course of legal proceedings. It ensures that the covered individuals have immediate access to funds to retain legal counsel and defend themselves against claims, without having to bear the financial burden upfront. 4. Indemnification Agreement for Independent Directors: This type of agreement is specifically tailored for independent directors who do not have any other affiliation or role within the corporation. It may include additional provisions to address potential conflicts of interest and unique considerations associated with independent directors. In conclusion, the Massachusetts Indemnity Agreement between a corporation and its directors, officers, employees, and agents is a crucial legal document that protects these individuals from personal financial liability. It ensures that they will be indemnified for any legal expenses, judgments, fines, or settlements arising from their official duties. Different types of Indemnity Agreements exist, such as limited indemnification, broad indemnification, advances of expenses, and agreements for independent directors, each offering a varying level of protection. Understanding and properly executing these agreements are vital for the individuals and the corporation to navigate potential legal challenges effectively.
Massachusetts Indemnity Agreement between corporation and directors officers employees and agents of corporation
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How to fill out Massachusetts Indemnity Agreement Between Corporation And Directors Officers Employees And Agents Of Corporation?
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Indemnification of Employee. Employer shall indemnify Employee and hold him harmless for lawful acts or decisions made by him in good faith while performing his duties for Employer, its parent, subsidiaries and affiliates to the full extent allowed by law.
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.
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 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.
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.
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.
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.
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.
Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.