A Virginia Indemnification Agreement between a Corporation and its Directors and Non-Director Officers at the Vice President level and above is a legally binding document that outlines the terms and conditions under which the corporation will indemnify and protect these individuals from liability, litigation expenses, and any related damages. This agreement is crucial as it offers protection to key personnel who serve at higher positions within the corporation, ensuring their willingness to take on roles with potential legal risks. The Virginia Indemnification Agreement is specifically designed to comply with the state laws and regulations governing corporate indemnification. Key provisions typically included in this agreement are: 1. Indemnification Scope: The agreement defines the scope of indemnification provided by the corporation to its directors and non-director officers at the Vice President level and above. It outlines the types of claims, lawsuits, and legal proceedings covered. — A separate provision may cover acts related to mergers, acquisitions, and other corporate actions. 2. Advancement of Expenses: The agreement states that the corporation will advance legal expenses, such as attorneys' fees, costs of investigation, and court charges, to directors and officers promptly upon receiving a written request. The terms and conditions for such advancements, repayment obligations, and interest may also be specified. 3. Standard of Conduct: The agreement may establish a standard of conduct for indemnification to ensure that the director or officer acted in good faith, in the best interests of the corporation, and without any intention of personal gain. — A separate provision may address conflicts of interest and derivative lawsuits. 4. Insurance Coverage: The agreement may require the corporation to maintain and fund director and officer liability insurance to enhance the protection provided. Details regarding the coverage, premiums, and claim handling procedures can be enumerated. 5. Severability and Enforceability: A provision stating that if any provisions of the agreement are determined to be unenforceable, the remaining provisions shall still be valid is often included. Different types of Virginia Indemnification Agreements between a Corporation and its Directors and Non-Director Officers at Vice President Level and Above may include those specifically tailored for different industries or sectors such as: 1. Financial Services: This type of agreement may contain additional provisions specific to the financial industry, addressing regulatory compliance, fiduciary duties, or conflict resolution processes related to securities activities, banking, or insurance. 2. Healthcare: An indemnification agreement for healthcare corporations can include provisions related to medical malpractice risks, regulatory compliance, data privacy, and confidentiality obligations. 3. Technology and Start-up Companies: This type of agreement may address intellectual property rights, patent disputes, software liability, and indemnification for breach of contracts or terms of service. It is crucial to consult with legal professionals to ensure that the Virginia Indemnification Agreement meets the specific needs of the corporation and its directors and officers at the Vice President level and above, considering applicable laws, risks, and industry-specific requirements.
Virginia Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
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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 ...
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.
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 & 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.
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.
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.
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 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.