A Montana Indemnity Agreement is a legally binding contract between a corporation and its directors and/or officers that provides protection and financial indemnification in the event they face legal claims or liabilities arising from their roles within the corporation. This agreement serves as a safeguard for directors and officers, ensuring that they are not personally liable for any damages, expenses, or legal fees incurred while acting on behalf of the corporation. Keywords: Montana Indemnity Agreement, corporation, directors, officers, legal claims, liabilities, financial indemnification, personal liability, damages, expenses, legal fees. There are different types of Montana Indemnity Agreements that can be established between a corporation and its directors and/or officers, depending on the specific terms and coverage provided. These agreements may include: 1. General Indemnity Agreement: This is a comprehensive agreement that outlines the corporation's commitment to indemnify its directors and officers for any legal claims, liabilities, and associated expenses incurred in the performance of their duties. It typically provides broad coverage and protection. 2. Limited Indemnity Agreement: In some cases, a corporation may opt for a limited indemnity agreement, which offers narrower protection compared to a general indemnity agreement. This type of agreement may specify certain conditions, exclusions, or limitations on the corporation's indemnification obligations. 3. Advancement of Expenses Agreement: An advancement of expenses agreement is a specific type of indemnity agreement that entitles directors and officers to the upfront payment of legal fees and expenses associated with a legal proceeding or investigation. This ensures that directors and officers are not burdened with personal financial responsibilities while defending themselves against legal claims. 4. Indemnity Agreement with Right to Insurance: This type of agreement provides directors and officers with the right to obtain insurance coverage for their roles and responsibilities within the corporation. The corporation agrees to pay the insurance premiums, thereby securing additional financial protection for directors and officers. 5. Indemnity Agreement with Carve-outs: In certain situations, a corporation may include carve-outs or exceptions within the indemnity agreement, limiting or excluding the corporation's indemnification obligations. These carve-outs may exclude certain types of legal claims, willful misconduct, or breaches of fiduciary duty from the indemnification coverage. It is important for both the corporation and the directors/officers to carefully review and negotiate the terms of the Montana Indemnity Agreement to ensure that it aligns with their specific needs and provides adequate protection. Legal consultation is highly recommended drafting or modify such agreements accurately, taking into consideration the applicable laws and regulations in Montana.
Montana Indemnity Agreement between corporation and directors and / or officers
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How to fill out Indemnity Agreement Between Corporation And Directors And / Or Officers?
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FAQ
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.
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 ...
These provisions generally require the portfolio company to expressly acknowledge that the director has rights of indemnification, advancement, and insurance from the sponsor; to agree that it is the indemnitor of first resort and that it is obligated to advance all expenses and indemnify for all judgments, penalties, ...
Section 234 allows a company to provide an indemnity to a director against liability for negligence, default, breach of duty and breach of trust incurred to third parties (i.e. not the company or an associated company).
Letters of indemnity should include the names and addresses of both parties involved, plus the name and affiliation of the third party. Detailed descriptions of the items and intentions are also required, as are the signatures of the parties and the date of the contract's execution.