Indemnification Agreement

Protect directors, officers, and founders from personal liability for actions taken on behalf of the company.

Why This Matters: Directors and officers can be personally sued for decisions made in their corporate role. This agreement ensures the company will cover legal costs and any liabilities, encouraging qualified people to serve.

Company Information

Company Name

State of Incorporation

Entity Type

Company Address

City

State, ZIP

Indemnitee Information

Indemnitee Name

Indemnitee Role(s)

Director

Officer

Founder

Key Employee

Indemnitee Address

City

State, ZIP

Agreement Terms

Agreement Date

Indemnification Scope

Third-Party Proceedings

Claims by non-company parties (e.g., lawsuits, investigations)

Derivative Actions

Lawsuits brought by shareholders on behalf of the company

Witness Expenses

Costs for serving as a witness in proceedings

Advancement of Expenses

Company pays legal fees upfront before final outcome

Additional Protections

D&O Insurance Requirement

Company must maintain directors & officers liability insurance

Contribution Rights

If indemnification fails, company contributes proportionally

Subrogation Waiver

Company waives right to recover from indemnitee

Limitation: Indemnification is NOT available for intentional misconduct, fraud, knowing violations of law, or transactions where Indemnitee received improper personal benefit.