A North Dakota Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above is a legal document that outlines the terms and conditions for indemnifying these individuals against claims and liabilities incurred while acting in their official capacity. This agreement serves to protect directors and officers from personal financial responsibility if they face legal action or incur expenses due to their corporate roles. In North Dakota, there are various types of Indemnification Agreements that cater to different levels of corporate leadership. Some common types include: 1. Standard Indemnification Agreement: This agreement covers directors and officers at the vice president level and above. It specifies the corporation's obligation to indemnify these individuals for actions taken on behalf of the company, as long as they acted in good faith and in the best interest of the corporation. 2. Limited Indemnification Agreement: This form of agreement offers partial indemnification to directors and non-director officers at the vice president level and above. It may restrict coverage and indemnification under certain circumstances or for specific types of actions. The terms and conditions are outlined in detail to ensure transparency and clarity. 3. Enhanced Indemnification Agreement: An enhanced indemnification agreement provides broader protection to directors and officers at the vice president level and above. It expands the scope of coverage and indemnification, offering additional safeguards and benefits compared to a standard agreement. These terms may include legal fee reimbursement, advancement of expenses, and higher coverage limits. 4. Tailored Indemnification Agreement: This type of agreement is customized to meet the specific needs and requirements of a corporation and its directors and officers at the vice president level and above. It carefully outlines the scope of indemnification, eligibility criteria, conditions for coverage, and any additional provisions deemed necessary by the parties involved. Keywords: North Dakota, Indemnification Agreement, corporation, directors, non-director officers, vice president level, above, liability, legal action, expenses, protection, financial responsibility.
North Dakota Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
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.
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.
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 ...
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.
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.
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 & 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.
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.