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Washington Indemnification Agreement between corporation and its current and future directors

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US-CC-17-197C
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17-197C 17-197C . . . Indemnification Agreement to be entered into between corporation and its current and future directors and such current and future officers and other agents as directors may designate. The proposal includes description of procedural and substantive matters in Indemnification Agreements that are not addressed, or are addressed in less detail, in California law

Washington Indemnification Agreement is a legal contract between a corporation and its current and future directors, aimed at protecting the directors from financial liability arising from their duties and responsibilities. This agreement ensures that directors can act confidently and make decisions in the best interest of the corporation without fear of personal financial repercussions. In Washington State, there are two main types of indemnification agreements: the Mandatory Indemnification Agreement and the Permissive Indemnification Agreement. The Mandatory Indemnification Agreement, as the name suggests, is mandatory and required by law for every corporation in Washington. It provides indemnification to directors for any expenses incurred in the successful defense of any legal action or proceeding in which they are involved due to their position as a director. This agreement covers costs such as attorney fees, court costs, and other reasonable expenses. Directors are entitled to indemnification if they acted in good faith and with the reasonable belief that their actions were in the best interest of the corporation. On the other hand, the Permissive Indemnification Agreement is optional and can be adopted by a corporation if it chooses to provide additional protection to its directors. This agreement goes beyond the mandatory requirements and can include indemnification for expenses incurred in legal actions or proceedings even if the director is found liable or guilty. It provides a broader scope of protection and offers a higher level of financial security to the directors. However, it is important to note that the indemnification provided under both types of agreements is subject to certain limitations. For instance, indemnification may not be available if the director is found to have engaged in willful misconduct or intentionally violated the law. Additionally, the corporation may require the directors to repay the indemnification if it is later determined that they did not meet the prescribed standard of conduct. The Washington Indemnification Agreement is a crucial aspect of corporate governance as it helps attract and retain talented individuals to serve as directors. By offering protection against personal financial consequences, corporations can encourage directors to make informed decisions in the best interest of the company without the fear of personal liability. It provides a sense of security to directors, enabling them to focus on their responsibilities and contribute effectively to the growth and success of the corporation.

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FAQ

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.

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."

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.

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.

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.

115, Washington's construction anti-indemnity law. As background, the law voids indemnity provisions requiring construction contractors and designers to defend personal injury and property damage claims caused by another party's negligence.

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.

(1) A limited liability company may indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding or obligate itself to advance or reimburse expenses incurred in a proceeding to which a person is a party because such person is, or was, a member or a ...

The rule of indemnity, or the indemnity principle, says that an insurance policy should not confer a benefit that is greater in value than the loss suffered by the insured. Indemnities and insurance both guard against financial losses and aim to restore a party to the financial status held before an event occurred.

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This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. “Director” means a current, past or future member of the Board of Directors. “Effective Date” is defined in the Preamble. “Eligible Securities” means Cash, ...(1) An officer of the corporation who is not a director is entitled to mandatory indemnification under RCW 23B.08.520, and is entitled to apply for ... Jun 15, 2022 — Indemnification refers to the right to have a company reimburse current or former directors or officers for all losses, including legal fees ... (c) Fill vacancies on the board of directors or on any of its ... CURRENT SECTION. Unless limited by its articles of incorporation, a corporation shall indemnify ... by JF Olson — Public companies and their boards also are well advised to revisit the indemnification provi- sions in their charter documents (certificate of incorporation and ... Jul 15, 2013 — Consider the nature and extent of the indemnification protections the company intends to provide and make sure the relevant documents reflect ... Determination and authorization of indemnification. (1) A corporation may not indemnify a director under RCW 23B.08.510 unless approved in the specific case ... Sep 15, 2023 — Indemnification will usually be the first resort when a director is sued for an alleged breach of duty to the corporation. Indeed, D&O insurance ... Director Indemnification Agreement -- Form: Learn more about this contract and other key contractual terms and issues by viewing the many sample contracts ...

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Washington Indemnification Agreement between corporation and its current and future directors