Corporate Indemnification Agreement Template for United States

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Key Requirements PROMPT example:

Corporate Indemnification Agreement

"I need a Corporate Indemnification Agreement for our newly appointed CFO who will start on March 1, 2025, with specific provisions for international operations and enhanced coverage for financial decision-making."

Document background
The Corporate Indemnification Agreement serves as a critical risk management tool in U.S. corporate governance. It is typically implemented when appointing new directors or officers, or updating existing protections. The agreement details the corporation's obligations to protect and defend its key personnel against claims arising from their corporate duties, including advancing legal expenses and providing financial protection against personal liability. It must comply with both state corporate laws and federal regulations, particularly in regulated industries or public companies. This document is especially important in today's litigious business environment where directors and officers face increasing personal exposure to lawsuits.
Suggested Sections

1. Parties: Identifies the corporation providing indemnification and the person being indemnified

2. Background: Explains the relationship between parties and purpose of indemnification

3. Definitions: Defines key terms including 'Proceeding', 'Expenses', 'Corporate Status', etc.

4. Indemnification Rights: Core section detailing scope of indemnification coverage

5. Advancement of Expenses: Terms for advancing legal and other covered expenses

6. Procedures for Claims: Process for submitting and determining indemnification claims

7. Exclusions: Circumstances where indemnification won't apply

8. Term and Duration: Duration of indemnification obligations

Optional Sections

1. D&O Insurance: Details about Directors and Officers insurance coverage and its interaction with indemnification obligations

2. Change in Control: Provisions for continuing indemnification after ownership changes or corporate restructuring

3. Subrogation: Rights of company to recover payments from third parties

4. Non-Exclusivity: Confirms indemnification rights are additional to other protections

Suggested Schedules

1. Form of Undertaking: Standard form for requesting expense advancement and acknowledging repayment obligations

2. Insurance Schedule: Details of existing D&O insurance coverage including policy limits and key terms

3. Notice Requirements: Specific procedures and timeframes for providing notice of claims

4. Excluded Proceedings: Detailed list of specific excluded actions or proceedings not covered by indemnification

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC oversight, relevant for corporate indemnification provisions in publicly traded companies

Sarbanes-Oxley Act 2002: Federal legislation affecting corporate governance and financial disclosure, particularly regarding officer and director liability provisions

Dodd-Frank Act: Wall Street Reform law affecting corporate governance, risk management, and executive accountability

Delaware General Corporation Law: Primary state corporation law for Delaware-incorporated entities, including specific provisions for corporate indemnification

State Corporate Laws: Relevant state-specific corporation laws governing indemnification rights and limitations in the state of incorporation

SEC Regulations: Federal regulatory requirements affecting corporate disclosure and governance for public companies

Stock Exchange Requirements: Listing requirements from stock exchanges that may affect corporate governance and indemnification provisions

Industry Regulations: Sector-specific regulations that may impact the scope and nature of corporate indemnification

Corporate Indemnification Case Law: Relevant judicial precedents and interpretations regarding corporate indemnification provisions and their enforcement

Business Judgment Rule: Legal principle protecting corporate officers and directors who make good faith business decisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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