Oregon Indemnification Agreement between Corporation and its Current and Future Directors: A Comprehensive Overview Keywords: Oregon Indemnification Agreement, corporation, directors, indemnity, liability protection, legal expenses, legal defense, advancement of expenses, indemnification provisions, duty of care, duty of loyalty, fiduciary duty, good faith, indemnification rights, standard of conduct. Description: The Oregon Indemnification Agreement, which can be established between a corporation and its current and future directors, is a legal document that outlines the indemnity rights and protections provided to directors in the event of certain legal actions or liabilities arising from their roles within the corporation. This agreement aims to provide directors with confidence and assurance while serving the corporation. There are different types of Oregon Indemnification Agreements, each catering to specific circumstances and requirements. These agreements are designed to ensure directors can fulfill their roles without the fear of personal financial losses or liabilities. While the exact terms and conditions may vary between agreements, their core purpose remains consistent — to indemnify directors and protect them against certain legal or financial risks. The Oregon Indemnification Agreement typically includes provisions concerning the advancement and reimbursement of legal expenses incurred by directors in connection with legal proceedings arising from their duties. It ensures directors are shielded from significant personal expenses that may result from actions taken in the best interests of the corporation. Furthermore, it specifies the circumstances under which directors are entitled to indemnification, which generally include acting in good faith, in the best interests of the corporation, and within the bounds of the law. The agreement may also outline the duties of directors, such as the duty of care, duty of loyalty, and fiduciary duty, which directors must fulfill to maintain the indemnification provisions. Directors covered by the Oregon Indemnification Agreement are typically provided with legal defense and counsel, with the corporation covering the associated costs. This provision ensures directors can competently defend themselves against any legal claims arising from their corporate roles while minimizing personal financial strains. It is essential for both the corporation and its directors to have a comprehensive understanding of the Oregon Indemnification Agreement. Corporations benefit by attracting talented directors with the knowledge that they are protected from personal financial exposure. Directors benefit from the security and support when making important decisions that might involve potential risks. In summary, the Oregon Indemnification Agreement is a vital legal tool for corporations and their directors, offering crucial protection and indemnification provisions to ensure directors can perform their duties effectively without fear of personal liability. By establishing such an agreement, corporations can attract and retain competent directors while maintaining a robust framework for corporate governance.
Oregon Indemnification Agreement between corporation and its current and future directors
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FAQ
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.
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, 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.
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.
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.
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 ...
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.
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."