Clauses > Corporate Indemnification


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  1. Indemnification
    1. Right to Indemnification. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was the Corporation's director, officer, employee, or agent, or is or was serving at the Corporation's request as a director, officer, employee, or agent of another entity, against all losses or damages (including expenses and attorneys' fees) in connection with any
      1. action related to the person's relationship with the Corporation, to the extent that person acted in good faith and reasonably believed their acts or omission were in or not opposed to the Corporation's best interests of the Corporation, and
      2. criminal action, to the extent that person did not have reasonable cause to believe their conduct was unlawful.
    2. Authority to Indemnify. To the extent permitted by Law, the Corporation may grant any of its employees or agents the right to indemnification or to the advancement of expenses.
    3. Survival, Extension, and Non-Exclusivity of Rights. Indemnitees' rights to indemnification and to the advancement of expenses under this section
      1. will be contractual rights, and survive after the indemnitee's relationship with the Corporation ends,
      2. will benefit the indemnitee's heirs, executors, and administrators, and
      3. will not be exclusive of any other right the indemnitee might have before or after the Effective Date.
    4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was the Corporation's director, employee, or agent, or is or was serving at the Corporation's request as a director, officer, employee, or agent of another entity, against any liability asserted against them or incurred by them arising out of their relationship with the Corporation, whether or not the Corporation would have the power to indemnify them against any that liability under the laws of [STATE OF INCORPORATION].
    5. Amendment. Any amendment, alteration, or repeal of this section [INDEMNIFICATION] that adversely affects an indemnitee's, or an indemnitee's successor, rights under this section will not limit or eliminate any rights related to any action brought before the amendment, alteration, or repeal.

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