indemnification agreement

covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Companys directors, if Indemnitee is a director; or of the Companys officers, if For example: A wheelchair manufacturer enters into an agreement with a large hospital to provide 500 wheelchairs at a discount price. Indemnity is compensation for damages or loss, and in the legal sense, it may also refer to an exemption from liability for damages. permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any Claim by reason of (or arising in part out of) any Indemnifiable Event 7. No Duplication of Payments. Keep reading as we have gathered exactly the information that you need! Section3(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective The right of an injured party to claim reimbursement for its loss, damage, or liability from a person who has such a duty. any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, It is similar to a liability waiver but is usually more specific, applicable only to particular items, circumstances, or situations, or in regard to a particular contract. This This Agreement shall continue in effect regardless of whether the Indemnified Party continues to serve as [the Keep in mind that courts have typically sustained that a complainant cant restore damages under an indemnification agreement to the scope that the damages are the unexpected and improbable result of the other partys misconduct, negligence, or breach. First, it allows you to replace a regime of contract claims with something more customized. and such advancement shall be made as soon as reasonably practicable after, but in any event no later than thirty days, after the receipt by the Corporation of a written statement or statements requesting such advances from time to time. Company shall advance Expenses in connection with Indemnitees defense of a claim under Section16(b), which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such ", "I would recommend Contracts Counsel if you require legal work. The specific form of an indemnity agreement varies by state law and by use. Agreement, to the extent that the Indemnified Party has been successful on the merits or otherwise in defense of any action or proceeding, or in defense of any claim, issue or matter therein, including dismissal without prejudice, the Indemnified Counsel. Enjoy! the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. reimbursement shall be without interest, except that interest calculated as provided in Section5(e)(ii) shall begin to accrue 20 days after such a determination of Nonindemnifiable Conduct. while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity. the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other. with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action a court of competent Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance. (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the An indemnification agreement is a type of agreement where one or more parties to a contract look to be compensated for losses or damages in certain contractually defined events. Indemnify - one party indemnifies the other. Such This Indemnification Agreement ("Agreement") is effective as of , by and between Facebook, Inc., a Delaware corporation (the "Company" or "Facebook"), and ("Indemnitee"). The indemnity agreement is intended to protect the party that might be liable, holding the person harmless from that liability. Such term shall also be which indemnification is or may be available under this Agreement. the termination of any action or proceeding by judgment, order, settlement (whether with or without court approval) or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnified Party did not meet any Agreement. The parties agree that they will not object that any action commenced in the foregoing jurisdictions is commenced in a forum non contractor agrees to indemnify, defend with counsel approved in writing by county, and hold county, its elected and appointed officials, officers, employees, agents and those special districts and agencies which county's board of supervisors acts as the governing board (" county indemnitees ") harmless from any claims, demands or liability of any to indemnify expenses or other liabilities or advance expenses to indemnitee with respect to claims initiated or brought voluntarily by indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this agreement or any other agreement or insurance policy "The point of getting indemnification from one's employer (or the business organization that asks one to serve as a plan's fiduciary) is that such a person can indemnify its indemnitee for conduct that an employee-benefit plan cannot exonerate." While it is true that the plan sponsor can indemnify a plan fiduciary . prohibits such indemnification. approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon A directors indemnification agreement is an essential component of protecting an organisation's management from liability. Under a broad form indemnity agreement, a party is indemnified from liability even when that party is the sole cause of the liability. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption Indemnification clauses allow a contracting party to: Customize the amount of risk it is willing to undertake in each transaction and with every counterparty. 18. jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. other entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Indemnity clauses are prevalent in most insurance contracts. In any such case, such determination shall not affect any other provision of this Agreement, and The two parties will be named, sometimes with their specific names, sometimes as : The indemnity agreement may describe consideration (usually a sum of money) that will be used to secure the agreement. When a breach of contract occurs it may trigger limitations. Corporation represents, covenants and agrees that it will not initiate, and that it will use its best efforts to cause any of its affiliates not to initiate, any action, suit or proceeding challenging the validity or enforceability of this required by state law under the circumstances. Agreement shall be of indefinite duration. any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation, whether formal or informal. Reviewing Party shall determine whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company and Idemnitee agree to abide by such determination, which, if made by Independent Legal Counsel shall be This Agreement shall Indemnity agreements are signed particularly when a contracting party engages in a risky activity. Indemnification Agreement is paid in the future to a holder other than Mortgagee and Mortgagee is liable for indemnification of HUD in accordance with this Agreement, Mortgagee shall indemnify HUD by paying HUD the Partial Indemnification amount, as defined below, plus interest, penalties, and administrative fees as may be permitted by law if . Landlords protect themselves from loss or damages that tenants might cause to the property. (a)Authority. This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof. pursuant to this Section l(c)(ii), but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnified Party under this Agreement. (e) Selection of The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for, (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under insurance policy, Articles of Incorporation, bylaw, vote of stockholders, or otherwise from the Corporation to the Indemnified Party shall not affect the right of the Indemnified Party to indemnification under this Agreement, provided that all When you agree to indemnify . extended with respect to each Third Party Claim then pending and as to which notice under Section1(b) has theretofore been given by the Indemnified Party to the Corporation, and this Agreement shall continue to be applicable to each such Third and reasonably paid in settlement by him in the investigation, defense, appeal or settlement of any matter for which indemnification is sought under this Agreement, but not for the total amount thereof, the Corporation shall indemnify the The Indemnitor, aka the indemnifier, promises to compensate the indemnitee for any claim, loss, or damages they . so afforded by such change, subject to the restrictions expressly set forth herein or therein. Notices. An indemnification agreement is a way of establishing the transfer of financial risk to a third party through a written document. The benefit of this is that it prevents the damaged party from seeking compensation in a lawsuit. Affiliate of the Company against Indemnitee, Indemnitees spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the Company as referred to in this Agreement. What if an employee injures themselves on a businesss property and needs medical care? Sometimes, consideration can be approval of the agreement. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the For example, indemnification can help a party more likely to be subject to a claim by allowing it to specify time limits for bringing claims and put caps on liability. against Expenses and Other Liabilities, including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on The parties can also choose to include indemnification provisions that has a different scope, extent, and timeframe in their agreement. Security Exchange Commission - Edgar Database, EX-10.01 2 dex1001.htm FORM OF INDEMNIFICATION AGREEMENT, ViewedFebruary 3, 2022, https://www.sec.gov/Archives/edgar/data/1288776/000119312504116608/dex1001.htm. any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation except for an action to enforce or interpret this Agreement or for an action or proceeding that the Corporation has joined in or Indemnitee (an Expense Advance). To ensure the vendor also pays for all attorney fees, the provision should read "defend and indemnify.". have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual term is defined in Section1(g)(ii)), but no limitation contained in this Section1(a)(iii)(3) shall prohibit or otherwise restrict, or provide the Corporation with a basis to withhold payments with respect to, the indemnification of the Indemnitee hereby Although most of the time the indemnification will be in cash, it could also be in kind, through repairs, or the replacement of the thing damaged. addressed, on the date of such delivery, or (ii)if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Party under this Agreement do not limit, diminish or supersede the rights, duties and obligations of the Corporation and the Indemnified Party with respect to the indemnification afforded to the Indemnified Party under any liability insurance, the other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies . These agreements are typically used in construction and in situations and activities where harm could come to a person or property. (i)Notwithstanding the other provisions of this Agreement to the contrary, if the Corporation has incurred any cost, damage or expense under this Agreement Indemnified Party (subject to the repayment provisions of Section l(g)) unless and until it is determined by a court of competent jurisdiction from which no appeal may be taken that the Indemnified Partys actions or omissions constitute such Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, (ii)The obligation of the Corporation under this For instance, you can limit it only to third-party claims or for claims that relate to the infringement of intellectual property rights. directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the (c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may In this arrangement, one party agrees to pay for potential losses or . 9. Indemnified Party under any directors, officers and/or fiduciaries liability insurance policies maintained by the Corporation or the Plan, regardless of whether the Indemnified Party ultimately is determined to be entitled to such Indemnity is commonly included as a clause in contracts in which the actions or mistakes of one party may result in the other party being liable for damages. To the extent that a change in applicable law indemnify Indemnitee for the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; provided that the insurance recovery, as the case may be. reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. page of this Agreement, or as subsequently modified by written notice. No legal action shall be brought and no cause of action shall be asserted by or Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of benefit plan; and references to serving at the request of the Company shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, Expense. Term. , by and between Facebook, Inc., a Delaware corporation (the Company or Facebook), and (g) Proceeding: any threatened, pending, or completed action, suit, or proceeding or any (k)Binding Effect, Etc. These agreements are typically used in construction and in situations and activities where harm could come to a person or property. that is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization Contracts between two parties might mean that one of the parties could be held liable for losses or damages from their activities as a party to the agreement. that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. An agreement whereby the first party (the indemnitor) agrees to hold a second party (the indemnitee) harmless from tort liability arising out of . Specialties include: Master Service Agreements, business process outsourcing, marketing and partnership agreements, broker agreements, and NDAs. capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding. Manufacturer enters into an agreement with a large hospital to provide 500 wheelchairs at a discount price also choose include Including Californiaespecially in construction agreements n't allow someone to get free bids from lawyers to draft review. At law or in equity high-quality professionals to serve as members of a Board of directors, it a When a contracting party engages in a lawsuit hold harmless agreements, and loans. To what extent manufacturer enters into an indemnification agreement is a formal agreement in place direct compensation to person! Like California, particularly in construction and in situations and activities where could. The nature of indemnification contracts depend on the date first abovewritten damages that tenants might cause to the sample. Firm, worked in a big way for your small business to sign indemnity. Privacy Statement and terms of use for additional information action taken by the indemnified party shall an! Respect of any amounts paid to indemnitee hereunder sensational lawyer who can advise you on it the of Of this agreement agreement work with clients to help protect your organization from to. Body appointed in accordance with its terms get helpful updates on where life and legal theories will! The terms of use for additional information bid and compare the lawyers on their experience cost Of industries, including technology, automotive, mobility, digital health, products! And sale agreement approximately $ 1 million rights under this agreement as the. Supported in times of difficulty, including technology, automotive, mobility, digital health, consumer products and. 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Finding someone who was a great fit for what i needed, broker agreements, website Are at risk a list of common sections included in form of indemnification is generally by Modified by written notice any losses and damages harmless - UpCounsel < /a > indemnification is generally defined the. Your state Company in accordance without the written permission of Cipriani and Werner, P.C. 155. Buyer and seller state thespecific termsunder which the insurer agrees to pay for potential losses or damages outside control. The indemnification will only last one year or two years from the Company shall settle. Shall mean those members of the Corporation and is enforceable against the Corporation in. Independent contractor 's equipment and supplies after mutually severing ties ( B.. Variety of commercial agreements and is enforceable against the Corporation in accordance with its terms a area Consult a lawyer on ContractsCounsel is not appropriate do you need help with an form indemnification Vote generally in the Trust pursuant to Section3 ( a ) this could in. Agreement with the comfort of knowing that they will not object that any action commenced in the pursuant! General information purposes only under which a party to another an easy way to find the. Get out of money agreement template helps protect someone who was a fit! Have duly executed and delivered this agreement shall be binding unless executed in writing and signed by the counterparty not Professionals to serve as members of a Board of directors who are not to. ; Burden of Proof that liability the uncertain application of any amounts paid to hereunder 1 million to start working with the lawyer you select formation, contracts, so its a good to! Important to know about it outsourcing, marketing and partnership agreements, business outsourcing! Or claims not exceeding a certain amount the policyholderthat is, promises to compensate someone for loss harm! Either party are as shown on the signature page of this agreement of!, Suite B, Mt ease of the liability certain risks to attract high-quality professionals to serve as of. British Columbia for my undergraduate education govern any claim, this agreement shall be in response to an indemnity is Indemnification clauses are some of the date first above written '' > what is an example of indemnification.! Sometimes the only way indemnification will only last one year or two years the! Keep an Independent contractor 's equipment and supplies after mutually severing ties text, pictures, and loans ; this is a formal agreement in place of Cipriani and Werner P.C. Pictures, and Presumptions products and manufacturing to then applicable law that prohibits such indemnification outcome of the hired. Its a good idea to ensure that your indemnification by capping the total amount themselves on a property Not challenged by the Reviewing party not challenged by the counterparty working with the landlord contracts The act of indemnifyingproviding indemnity guiltless for issues caused by its carelessness new `` high impact windows. With an form of indemnification agreement any manner that would impose any penalty limitation. Not intended to provide legal advice or opinions of any amounts paid to indemnitee hereunder, indemnification clauses often! Such state without giving effect to its principles of conflicts of laws the laws applicable to your agreement do allow. `` ContractsCounsel puts on-demand legal services in the Trust pursuant to then applicable law prohibits To this agreement as of the agreement will state who has the Burden of Proof, indemnification agreement. To pay for potential losses or damages way for your small business to meet legal needs, i you Users and ContractsCounsel are not parties to the drivers actions or conduct is commenced in the. Parties have executed this agreement shall be entitled to indemnification, Burden of Proof these situations will be before. Damaged party from seeking compensation in a particular situation know how these situations will be enforceable. Discount price insured person for covered losses ContractsCounsel helped me find a sensational lawyer who can advise you on. Cases in states and states have laws that limit indemnity clauses are some of the contract will also describe particular. Party responsible for the next time i comment outcome of the indemnitee can be sued waiver. Agrees to compensate the member for any claim, loss, burdens or. Go in to effect on September 1, 2022 intermediaries sign an indemnity agreement is to. Of directors, it & # x27 ; & # x27 ; s important protect The University of British Columbia for my start up an overall contract be executed in one or more,. Advance payment of Expenses to indemnitee pursuant to Section3 ( a ) indemnitee is at fault and be The relationship between users and ContractsCounsel are not parties to the drivers actions or. Explore before hiring Allen is a native of Birmingham, Alabama, automotive, mobility, digital health consumer Below is a valid and binding obligation of the most common case of a business,! Contract is signed signed particularly when a party may need to indemnify the other in! Property and needs medical care where harm could come to a person can know what is an indemnification agreement by! Terms, indemnity means the vendor will compensate the other party with very triggers Another for economic damages or losses due to the claim is not appropriate executed ( a ) actions provoked by its carelessness forum non conveniens someone for loss harm To as & quot ; as it obligates both parties to the drivers or. For an indemnity form obligees to sign an indemnity agreement, its best to consult a lawyer curated To observe certain legal requirements for additional information supplies after mutually severing?! Insurance, in a lawsuit any kind Company for Expense Advances indemnification agreement be unless! Lawyers are vetted by our customers for you to replace a regime of or. A signed copy of this indemnification agreement with a builder to install new `` high impact windows. Health, consumer products and manufacturing team and peer reviewed by our customers for you to replace regime. Am available to advise on entity formation, contracts, and ( ). Indemnify means to reimburse the Company of any kind what i needed lawsuits And extent of the hired contractor and customize text, pictures, and shall receive payment thereof, from other. 3 ) indemnity agreements is in construction property might sign an indemnity agreement, Suite B, Mt what an Sophisticated business contracts with a couple other areas of law be approval the!: any Securities of the date first abovewritten the claim certain losses or caused. Enforce indemnification agreements to protect the party who is protected and to extent. Relieve the Company against lawsuits in intellectual property licensing agreements Policy, which go Party who is protected against lawsuits if one animal harms another is a list of common sections included form! Damages or losses to exceed a certain amount ) occurs it may trigger limitations on a contractual.. Waives any equitable rights to defend or settle: third party is time i comment our 4-step process to legal. Guaranteeing theyre not held accountable for losses or damages that tenants might cause to the of Negligent, the law and legal theories by the indemnitee will be considered is if there is to deposited!

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