Director & Officer Indemnification Agreement Template

This Director & Officer Indemnification Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Company: [Company Legal Name], a [State/Country] [entity type], address: [Address] (“Company”).
Indemnitee: [Full Name], address: [Address] (“Indemnitee”).

1. Background

1.1 Indemnitee serves or will serve as a ☐ director ☐ officer ☐ both of the Company.
1.2 The Company desires to provide indemnification and advancement to the fullest extent permitted by applicable law and the Company’s governing documents.

2. Definitions

2.1 Proceeding means any threatened, pending, or completed claim, action, suit, arbitration, investigation, inquiry, or administrative proceeding.
2.2 Expenses means reasonable attorneys’ fees, costs, and expenses incurred in connection with a Proceeding.
2.3 Losses means judgments, fines (if permitted), penalties (if permitted), settlements, and other amounts paid in connection with a Proceeding.

3. Indemnification

3.1 General Indemnity. The Company will indemnify Indemnitee against Losses and Expenses incurred by reason of Indemnitee’s service as a director/officer, to the fullest extent permitted by law.
3.2 Third-Party Proceedings. Indemnification applies to Proceedings brought by third parties.
3.3 Company/Derivative Actions (Optional): Indemnification applies to derivative actions to the extent permitted, excluding judgments in favor of the Company except as allowed: [Customize].

4. Advancement of Expenses

4.1 The Company will advance Expenses as they are incurred, within [__] days after receiving a written request.
4.2 Advancement is conditioned on Indemnitee delivering an undertaking to repay advanced amounts if it is ultimately determined that Indemnitee is not entitled to indemnification (if required by law).

5. Exclusions and Limitations

5.1 No indemnification for Losses/Expenses arising from:

• fraud or willful misconduct (as determined by final adjudication);

• improper personal benefit;

• conduct not permitted to be indemnified under applicable law;

• other exclusions required by law.

6. Procedure for Claims

6.1 Indemnitee must notify the Company of a Proceeding promptly.
6.2 The Company may assume defense with counsel acceptable to Indemnitee, subject to conflicts.
6.3 Indemnitee may retain separate counsel at Company expense if:

• there is a conflict of interest; or

• the Company does not assume the defense within [__] days; or

• otherwise required by law or agreement.

6.4 Settlement consent: Company consent required for settlements funded by Company; Indemnitee consent required for settlements imposing personal liability or admissions.

7. Determination of Entitlement

7.1 Indemnitee’s entitlement to indemnification will be determined by: ☐ board ☐ independent counsel ☐ shareholders ☐ other: [Method], consistent with applicable law.
7.2 Determination will be made within [__] days after request (if required).

8. Insurance and Other Rights

8.1 Rights under this Agreement are in addition to any rights under bylaws, articles, or law.
8.2 D&O insurance: The Company will maintain D&O insurance: ☐ yes ☐ no (details).

9. Term and Survival

9.1 This Agreement continues while Indemnitee serves and for acts during service thereafter, even after Indemnitee ceases to serve.

10. Subrogation (Optional)

10.1 To the extent the Company pays, it may be subrogated to Indemnitee’s rights of recovery, except against the Company.

11. Notices

11.1 Notices must be in writing and delivered to the addresses above.

12. Governing Law

12.1 This Agreement is governed by the laws of [State/Country].

13. Entire Agreement

13.1 This Agreement is the entire agreement regarding indemnification between the Parties and replaces prior agreements on the subject.

Signatures

Company: [Company Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________

Indemnitee: [Full Name]
Date: [Date]
Signature: ___________________________