A New York Indemnification Agreement between a Corporation and its Directors and Non-Director Officers at Vice President level and above is a legally binding contract that provides protection and financial security to these individuals while serving in their respective roles. This agreement is crucial to attract and retain talented individuals who play key roles in the decision-making processes of the corporation. This type of agreement specifies that the corporation will indemnify its Directors and Non-Director Officers at Vice President level and above for any legal expenses, liabilities, damages, judgments, or settlements they may incur as a result of their actions or decisions made in the course of their duties for the corporation. The agreement highlights the responsibilities of the corporation towards indemnification, the scope and limitations of such indemnification, and the procedures and protocols for making claims. It ensures that the individuals are protected from personal financial liabilities arising from lawsuits or legal actions related to their work for the corporation. Some different types of New York Indemnification Agreements between Corporation and its Directors and Non-Director Officers at Vice President level and above could include: 1. Full Indemnification Agreement: This type of agreement provides comprehensive coverage for any legal expenses, liabilities, damages, judgments, or settlements incurred by the Directors and Non-Director Officers. It offers the highest level of protection and financial support. 2. Partial Indemnification Agreement: This agreement may limit the extent of indemnification provided to the Directors and Non-Director Officers. It outlines specific situations or conditions under which indemnification will be provided, excluding certain types of liabilities or damages. 3. Limited Indemnification Agreement: This type of agreement sets strict limitations on the corporation's obligation to indemnify the Directors and Non-Director Officers. It may only cover legal expenses incurred during specific proceedings or under certain circumstances. 4. Indemnification Agreement with Exceptions: This agreement outlines both the corporation's commitment to indemnification and specific exceptions where indemnification will not be provided. These exceptions may be related to intentional misconduct, gross negligence, or violations of the law. In summary, a New York Indemnification Agreement between Corporation and its Directors and Non-Director Officers at Vice President level and above is designed to protect and support individuals serving in significant roles within a corporation. By establishing clear guidelines and financial provisions, these agreements ensure that Directors and Non-Director Officers have peace of mind and can focus on their duties without fear of personal financial repercussions.
New York Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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Indemnity insurance is one way to be protected against claims or lawsuits. This insurance protects the holder from paying the full amount of a settlement, even if it is his fault. Many businesses require indemnity for their directors and executives because lawsuits are common.
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.
The indemnity clause is a risk-shifting provision that requires the contractor to defend, reimburse, and ?hold harmless? the owner and architect from claims and liability ?arising out of? the contractor's work.
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.
Typically, an insurance contract dictates that the insurer, also known as the indemnitor, agrees to compensate the other party involved (the insured or the indemnitee) for any damage or losses in return for premiums paid by the insured. University of Wisconsin System. "Hold Harmless and Indemnity Agreements."
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.
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.
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.
Indemnification clauses are contractual provisions that require one party (the ?Indemnitor?) to indemnify another party (the ?Indemnitee?) for losses that the Indemnitee may suffer. In prime contracts, the owner usually is the Indemnitee and the contractor is the Indemnitor.
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.