A Maryland Indemnification Agreement is a legally binding contract between a corporation and its directors and non-director officers at the vice president level and above. This agreement outlines the terms and conditions under which the corporation promises to indemnify, or compensate, these individuals for any legal costs or damages they may incur while fulfilling their duties on behalf of the corporation. Keywords: Maryland, indemnification agreement, corporation, directors, non-director officers, vice president level, above, compensation, legal costs, damages, duties. There are different types of Maryland Indemnification Agreements that can be established between a corporation and its directors and non-director officers at the vice president level and above. These include: 1. Standard Maryland Indemnification Agreement: This agreement lays out the general terms and conditions for indemnification, such as the corporation's obligation to cover legal costs and damages incurred by directors or officers while performing their duties. Keywords: standard, general terms, conditions, legal costs, damages, duties. 2. Enhanced Maryland Indemnification Agreement: This type of agreement goes beyond the standard terms and conditions, providing additional protection and benefits for directors and officers. It may include provisions for the advancement of legal expenses, expanded indemnification coverage, and insurance coverage for personal liability. Keywords: enhanced, additional protection, benefits, advancement of legal expenses, expanded indemnification coverage, insurance coverage, personal liability. 3. Tailored Maryland Indemnification Agreement: A tailored agreement is customized to meet the specific needs and circumstances of the corporation and the individuals involved. It may include more detailed provisions regarding the scope of indemnification, limitations, exceptions, and other specific terms negotiated by the parties. Keywords: tailored, customized, specific needs, circumstances, detailed provisions, scope of indemnification, limitations, exceptions, negotiated terms. In summary, the Maryland Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above is a crucial legal document that outlines the terms and conditions of indemnification. By offering compensation for legal costs and damages incurred while fulfilling their duties, this agreement helps protect these individuals and encourages them to act in the best interests of the corporation.
Maryland Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
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 & Volunteer Protection ? Most nonprofit bylaws include indemnification provisions ? language that expresses the intent of the nonprofit to cover the expenses a board member might incur in defending an action and paying settlements or judgments related to his service on the board.
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.
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.
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.
Indemnification Agreement to secure against loss or damage; to give security for the reimbursement of a person in case of an anticipated loss falling upon him. Also to make good; to compensate; to make reimbursement to one of a loss already incurred by him.
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 ...