Utah Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above is a legally binding contract that outlines the terms and conditions under which the corporation agrees to indemnify and hold harmless its directors and non-director officers at the vice president level and above. This agreement is designed to protect these individuals from potential legal and financial liabilities they may face while acting in their official capacities. The Utah Indemnification Agreement provides assurance to directors and non-director officers that they will be reimbursed for any costs, expenses, damages, or losses incurred as a result of their actions or decisions made in good faith on behalf of the corporation. It covers a wide range of legal claims, including lawsuits, investigations, and regulatory proceedings arising from the performance of their duties. The key provisions of the Utah Indemnification Agreement include: 1. Scope of Indemnification: This section defines the extent of indemnification provided by the corporation and specifies the types of claims and expenses covered. It may also specify any limitations or exclusions. 2. Standard of Conduct: The agreement establishes the standard of conduct expected from directors and officers, stating that they must act in good faith, with ordinary care, and in the best interests of the corporation. Compliance with applicable laws and regulations is emphasized. 3. Advancement of Expenses: The agreement may include a provision allowing directors and officers to be advanced funds for legal expenses before the final resolution of a legal proceeding, ensuring prompt access to necessary resources. 4. Procedures for Indemnification: This section outlines the procedures to be followed when making indemnification claims, including notice requirements, cooperation obligations, and the process for determining entitlement to indemnification. 5. Insurance Coverage: The agreement may outline the corporation's obligation to provide directors and officers with directors and officers (D&O) liability insurance coverage, which offers additional protection against legal and financial risks. Some additional types of Utah Indemnification Agreements that may exist are: 1. Standard Indemnification Agreement: This is the most common type of agreement, providing general indemnification protection to directors and officers at the vice president level and above. 2. Enhanced Indemnification Agreement: This type of agreement may offer additional benefits or higher levels of indemnity, often negotiated for higher-level executives or individuals with specialized expertise. 3. Limited Indemnification Agreement: This agreement may limit the scope of indemnification or exclude certain types of claims or situations, providing more specific coverage tailored to the corporation's needs. In summary, the Utah Indemnification Agreement between a corporation and its directors and non-director officers at the vice president level and above is a crucial legal document that safeguards these individuals from legal and financial risks. It ensures their ability to make informed decisions and carry out their duties without fear of personal liability, thus promoting the corporation's stability and growth.
Utah Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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FAQ
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.
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(c)(1) provides that to the extent a director has been successful on the merits or otherwise in defense of any action, suit, or proceeding referenced in Section 145(a) or Section 145(b), the director shall be indemnified against expenses actually and reasonably incurred by the director in connection ...
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.
Utah's anti-indemnification statute defines an ?indemnification provision? as an agreement between any combination of construction managers, general contractors, subcontractors, sub-subcontractors or suppliers (collectively, ?construction workers?) ?requiring the promisor to insure, hold harmless, indemnify, or defend ...
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.
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 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.