Pennsylvania Indemnity Agreement is a legal contract that establishes the terms and conditions for indemnifying directors, officers, employees, and agents of a corporation in the state of Pennsylvania. The agreement ensures that these individuals will be protected from any liabilities, expenses, or damages incurred while performing their duties on behalf of the corporation. Here are the different types of Pennsylvania Indemnity Agreements that can be established between the corporation and its key personnel: 1. Directors Indemnity Agreement: This agreement specifically focuses on indemnifying directors of the corporation. It outlines the corporation's obligation to protect directors from any legal claims or liabilities arising from their actions or decisions made in their official capacity. 2. Officers Indemnity Agreement: This particular agreement is designed to indemnify officers of the corporation. It ensures that officers will be protected against any legal actions, expenses, or liabilities they may face during the course of their duties. 3. Employees Indemnity Agreement: This agreement extends indemnification rights to employees of the corporation. It safeguards employees from potential legal claims or liabilities incurred while performing their job responsibilities. 4. Agents Indemnity Agreement: Agents, who act on behalf of the corporation, can also be covered under an indemnity agreement. This agreement assures that agents are protected from any legal risks or expenses they may face in connection with their agency duties. Pennsylvania Indemnity Agreements typically contain various provisions, including: a. Scope of Indemnification: Clearly defining the extent to which the corporation will indemnify its directors, officers, employees, or agents, including details such as advancements of expenses and legal fees. b. Non-Exclusivity: Stating that the indemnification provided in the agreement does not exclude any other indemnification rights or provisions under applicable laws or the corporation's bylaws. c. Standard of Conduct: Specifying the standard of conduct that must be met by the indemnified parties to qualify for indemnification, such as acting in good faith, reasonably, and in the best interest of the corporation. d. Limitations and Exceptions: Outlining any limitations or exceptions to the indemnification rights provided, particularly in cases of intentional misconduct, willful neglect, or breaches of fiduciary duty. e. Insurance Coverage: Addressing the corporation's obligation to maintain insurance coverage for the indemnified parties, if applicable. Pennsylvania Indemnity Agreements are crucial in ensuring that directors, officers, employees, and agents can fulfill their roles without excessive personal risk. By providing comprehensive indemnification, these agreements help attract and retain talented individuals who can contribute effectively to the corporation's success while safeguarding their personal interests.
Pennsylvania Indemnity Agreement between corporation and directors officers employees and agents of corporation
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How to fill out Pennsylvania Indemnity Agreement Between Corporation And Directors Officers Employees And Agents Of Corporation?
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FAQ
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 ...
Under Pennsylvania law, courts follow the ?Perry-Ruzzi? rule, under which ?provisions to indemnify for another party's negligence are to be narrowly construed, requiring a clear and unequivocal agreement before a party may transfer its liability to another party.? See Bernotas v. Super Fresh Food Markets, 963 A.
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.
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.
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.
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.
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.
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.