[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-indemnification-agreement-for-directors-D480":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":185,"customdescription":6,"mdFm":186,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST INDEMNITEE NAME] (the \"First Indemnitee\"), an individual with his main address located at: [COMPLETE ADDRESS] AND: [SECOND INDEMNITEE NAME] (the \"Second Indemnitee\"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitors wish to induce each of the Indemnitees to continue to serve as a director and an officer of the Corporation, and each of the Indemnitees is willing, under certain circumstances, to continue to serve as a director and as an officer of the Corporation; WHEREAS, the Indemnitees have indicated that they do not regard the indemnities available under the ByLaws of the Corporation as adequate to protect them against the risks associated with their acting as directors and officers of the Corporation; WHEREAS the Indemnitors and Indemnitees therefore agree they should enter into this Indemnification Agreement in order to provide greater protection to the Indemnitees against such risks involved in serving as directors and officers of Corporation; and WHEREAS, Section [SPECIFY] of the [YOUR COUNTRY BUSINESS CORPORATION ACT/LAW/RULE], under which [YOUR COUNTRY LAW] the Corporation is incorporated, empowers corporations to indemnify a person serving as a director or officer of such corporation and a person who serves at the request of a corporation as a director or officer of a body corporate of which such corporation is a shareholder or creditor; NOW THEREFORE, in order to induce the Indemnitees to continue to serve as directors and officers of the Corporation and in consideration of their continued service, the Indemnitors hereby agree to indemnify the Indemnitees as follows: INDEMNITY Subject to the provisions of Clause [NUMBER] hereof, the Indemnitors hereby undertake to indemnify each of the Indemnitees and their respective legatees, executors, administrators or assigns, for any Expenses (as hereinafter defined) which such Indemnitee is or becomes legally obligated to pay in connection with any Proceeding (as hereinafter defined), as follows: All claims for expenses not exceeding [AMOUNT] shall be made to the Corporation only and the remaining Indemnitors shall have no responsibility or liability therefore; and All claims in excess of [AMOUNT] shall be made to all the Indemnitors, provided however that no Indemnitor shall be liable for more than his, her or its (as the case may be) pro rata share of any such claim, notwithstanding the insolvency or bankruptcy of any of the Indemnitors. As used in this Agreement, the term \"Proceeding\" shall include any threatened, pending or completed claim, action, suit or proceeding, whether brought by or in the right of the Indemnitors or otherwise (provided, in the case of a Proceeding by or on behalf of the Indemnitors that approval of the court to the Corporation's indemnification of the Indemnitee has been obtained as required [YOUR COUNTRY ACT/LAW/RULE]) and whether of a civil, criminal, administrative or investigative nature, in which an Indemnitee may be or may have been involved as a party or otherwise by reason of the fact that such Indemnitee is or was a director or an officer of the Corporation, by reason of any actual or alleged error or misstatement or misleading statement made or suffered by such Indemnitee while acting as such director and/or officer or by reason of any action taken by him or of any inaction on his part while acting as such director and/or officer; provided, that in each such case such Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, provided that such Indemnitee had reasonable grounds to believe that his conduct was lawful. As used in this Agreement, the term \"other enterprise\" shall include, without limitation, employee benefit plans and administrative committees thereof, and the term \"fines\" shall include any excise tax assessed with respect to any employee benefit plan. EXPENSES As used in this Agreement, the term \"Expenses\" shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys' fees and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement. ENFORCEMENT If a claim or request under this Agreement is not paid by any or all of the Indemnitors, or on their behalf, within [NUMBER] days after a written claim or request has been received by the Indemnitors, the Indemnitee making such claim may at any time thereafter bring suit against the Indemnitors to recover the unpaid amount of the claim or request and if successful in whole or in part, such Indemnitee shall be entitled to be paid also the Expenses of prosecuting such suit. The Indemnitors shall have the right to recoup from such Indemnitee the amount of any item or items of Expenses paid by the Indemnitors pursuant to this Agreement to the extent such Expenses are not reasonable in nature or amounts; provided, however, that the Indemnitors shall have the burden of proving such Expenses to be unreasonable. The burden of proving that such Indemnitee is not entitled to indemnification for any other reason shall be upon the Indemnitors. SUBROGATION In the event of payment under this Agreement, the Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee(s), who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Indemnitors effectively to bring suit to enforce such rights. EXCLUSIONS The Indemnitors shall not be liable under this Agreement to pay any Expenses in connection with any claim made against an Indemnitee: to the extent that payment is actually made to such Indemnitee under a valid, enforceable and collectible insurance policy; to the extent that such Indemnitee is indemnified and actually paid otherwise than pursuant to this Agreement; in connection with a judicial action by or in the right of the Corporation, in respect of any claim, issue or matter as to which such Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; which is proved by final judgment in a court of law or other adjudication to have been based upon or attributable to such Indemnitee in fact having gained any personal profit or advantage to which he was not legally entitled;",null,"Indemnification Agreement For Directors","6",63,"doc","https://templates.business-in-a-box.com/imgs/1000px/indemnification-agreement_for-directors-D480.png","https://templates.business-in-a-box.com/imgs/250px/480.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#480.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Human Resources","/templates/human-resources/",{"label":20,"url":21},"Indemnity & Compensation","/templates/indemnity-compensation/","indemnification agreement for directors","Indemnification Agreement For Directors Template","https://templates.business-in-a-box.com/imgs/400px/480.png","https://templates.business-in-a-box.com/imgs/600px/480.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[39,43,47,51,55,59,63,67,71,75,79,83,87,105,121,136,153,171],{"label":40,"url":41,"thumb":42,"extension":10},"Indemnification Agreement","/template/indemnification-agreement-D13016","https://templates.business-in-a-box.com/imgs/250px/13016.png",{"label":44,"url":45,"thumb":46,"extension":10},"Agreement for Chairman of Board of Directors","/template/agreement-for-chairman-of-board-of-directors-D852","https://templates.business-in-a-box.com/imgs/250px/852.png",{"label":48,"url":49,"thumb":50,"extension":10},"Mutual Indemnification and Hold Harmless Agreement","/template/mutual-indemnification-and-hold-harmless-agreement-D894","https://templates.business-in-a-box.com/imgs/250px/894.png",{"label":52,"url":53,"thumb":54,"extension":10},"Undertaking of Indemnification","/template/undertaking-of-indemnification-D925","https://templates.business-in-a-box.com/imgs/250px/925.png",{"label":56,"url":57,"thumb":58,"extension":10},"Undertaking of Indemnification -  Director","/template/undertaking-of-indemnification--director-D924","https://templates.business-in-a-box.com/imgs/250px/924.png",{"label":60,"url":61,"thumb":62,"extension":10},"Letter of Indemnification to Former Director","/template/letter-of-indemnification-to-former-director-D5172","https://templates.business-in-a-box.com/imgs/250px/5172.png",{"label":64,"url":65,"thumb":66,"extension":10},"Minutes of Meeting of Directors","/template/minutes-of-meeting-of-directors-D14","https://templates.business-in-a-box.com/imgs/250px/14.png",{"label":68,"url":69,"thumb":70,"extension":10},"Notice of Meeting of Directors","/template/notice-of-meeting-of-directors-D8","https://templates.business-in-a-box.com/imgs/250px/8.png",{"label":72,"url":73,"thumb":74,"extension":10},"Pre-Incorporation Designation of Directors","/template/pre-incorporation-designation-of-directors-D1014","https://templates.business-in-a-box.com/imgs/250px/1014.png",{"label":76,"url":77,"thumb":78,"extension":10},"Minutes of Meeting of Directors First","/template/minutes-of-meeting-of-directors-first-D15","https://templates.business-in-a-box.com/imgs/250px/15.png",{"label":80,"url":81,"thumb":82,"extension":10},"Minutes of Meeting of Directors Special","/template/minutes-of-meeting-of-directors-special-D16","https://templates.business-in-a-box.com/imgs/250px/16.png",{"label":84,"url":85,"thumb":86,"extension":10},"Certificate of Minutes of Meeting of Directors","/template/certificate-of-minutes-of-meeting-of-directors-D5","https://templates.business-in-a-box.com/imgs/250px/5.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":103,"url":104},"General By-Laws Your business slogan here. Prepared By: [YOUR NAME] [YOUR JOB TITLE] Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com GENERAL BY-LAWS OF [YOUR COMPANY NAME] TABLE OF CONTENTS Pages 1. SEAL AND OFFICES 5 1.1. Corporate Seal 5 1.2. Registered Office 5 1.3. Other Offices 5 2. MEMBERSHIP 5 2.1. Definition of Person 5 2.2. Membership 5 2.3. Condition of Membership 6 2.4. Application for Membership 6 2.5. Membership Dues 6 2.6. Registration of System Members 6 2.7. Withdrawal 6 2.8. Removal 7 2.9. Regional Associations 7 3. MEETINGS 7 3.1. Fiscal Year and Time of Annual Meeting 7 3.2. Annual Meeting 7 3.3. Auditors' Report 7 3.4. General and Special General Meetings 7 3.5. Regional Meetings 8 3.6. Vote Allocation to Each Voting Member 8 3.7. Majority of Votes to Determine Question 8 3.8. Notice of Meeting Quorum 8 3.9. Error or Omission 8 3.10. Rules 8 4. BOARD OF DIRECTORS 9 4.1. Range 9 4.1.1. Directors - System Members 9 4.1.2. Directors - Service Members 9 4.1.3. Director - Trade Members 9 4.1.4. Certain Ex-officio Directors 9 4.1.5. Directors - Regions 10 4.1.6. Regions 10 4.2. Directors - Qualification 10 4.3. Directors - Re-election 10 4.4. Chairman Ex-officio Director 11 4.5. Vacation of Office 11 4.6. Directors' Meetings 12 4.7. Remuneration 12 4.8. Resignation 12 4.9. Powers - General 12 4.10. Agents, Employees 12 4.11. Remuneration - Agents, Employees 13 4.12. Delegation 13 4.13. Borrowing 13 4.14. Delegation Borrowing 13 4.15. No Restriction - Borrowing 13 4.16. Committees 13 5. EXECUTIVE COMMITTEE 14 5.1. Executive Committee 14 5.2. Powers 14 5.3. Meetings 15 5.4. Quorum 15 6. OFFICERS 15 6.1. Officers 15 6.2. Chairman 15 6.3. President 15 6.4. Secretary 16 6.5. Treasurer 16 6.6. Immediate Past Chairman 16 6.7. Absence of Chairman 17 6.8. Directors to Occupy Offices 17 6.9. Removal 17 6.10. Remuneration 17 7. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS 17 7.1. Indemnity 17 8. NOMINATING COMMITTEE 17 8.1. Nominating Committee 17 8.2. Duties 17 9. EXECUTION AND CERTIFICATION OF DOCUMENTS 18 9.1. Execution 18 10. RULES AND REGULATIONS 18 10.1. Rules 18 10.2. Construction 18 11. AMENDMENT OF BY-LAWS 18 11.1. Amendment 18 11.2. Previous By-Laws 18 GENERAL BY-LAWS OF [YOUR COMPANY NAME] These General By-Laws are made and effective [DATE]. SEAL AND OFFICES Corporate Seal The corporate seal shall have inscribed thereon the name of [YOUR COMPANY NAME], referred hereto as the \"Corporation\". Registered Office The head office of the Corporation shall be in the City of [NAME OF THE CITY] in State/Province of [STATE/PROVINCE] or elsewhere in COUNTRY/STATE/PROVINCE] as may be determined from time to time by by-law of the Corporation pursuant to the applicable provisions of the [COUNTRY] Corporations [ACT/LAW/RULE] (the \"Act\"). Other Offices The Corporation may establish such other offices and agencies elsewhere within [COUNTRY/STATE/PROVINCE] as the board of directors of the Corporation (the \"Board of Directors\" or the \"Board\") may designate. MEMBERSHIP Definition of Person For the purposes of this By-law \"person\" includes a corporation, a subsidiary or division thereof, a partnership, joint venture, an individual or other entity. Membership Membership in the Corporation shall be limited to persons directly or indirectly engaged in, or supplying goods, equipment and services to the [INDUSTRY/MARKET] and shall consist of the following classes Voting members (the \"Voting Members\"): system members (the \"System Members\"), being persons engaged in the operation of the business; and service members (the \"Service Members\"), being persons engaged in the operation of services offered. Voting Members shall be entitled to receive notice of, to attend and to vote at all meetings of members as provided in this By-law. Non-voting members (the \"Non-Voting Members\"): trade members (the \"Trade Members\"), being persons engaged in the supply of goods, equipment, non-licensed services and other licensed distribution services to System Members; and associate members (the \"Associate Members\"), being persons who qualify for membership in the Corporation as described in Article [NUMBER] above, but are ineligible for membership as a System, Service or Trade Member. Subject to the provisions of Article [NUMBER], Non-Voting Members may receive notice of and attend all meetings of members provided that, they shall not be entitled to vote thereat. Condition of Membership A condition of membership in either of the [PERCENTAGE %] classes shall be that such membership shall not in the determination of the Board, either at the time of application or at any other time, prejudice the best interests of the Corporation or of a majority of its members. Application for Membership Application for membership shall be made in writing addressed to the Secretary in such form as the Board of Directors may from time to time prescribe. Election to membership shall be by majority vote of the directors (the \"Directors\" or \"Director\") present at any meeting of the Board. All applicants approved for membership shall abide by the Letters Patent, Supplementary Letters Patent and by [YOUR COUNTRY LAW] of the Corporation. Membership Dues Membership dues for each class or sub-class of members shall be that sum as is fixed by the Board of Directors from time to time. Registration of System Members Each and every System Member of the Corporation operating [NUMBER] or more systems, or having a sole or controlling interest in [NUMBER] or more persons operating such systems shall, as a condition of membership in the Corporation, register each and every one of such persons as System Members. For the purposes of this By-law, a System Member is deemed to control or have controlling interest in a person operating a [SYSTEM] where the System Member beneficially owns more than [PERCENTAGE %] percent: of the share capital (having full voting rights under all circumstances) of such person, if a corporation; or of any other ownership interest (having full voting rights under all circumstances) of such person, if not a corporation. Withdrawal Any members may withdraw from the Corporation by delivering a written resignation to the Secretary. Such member shall pay all membership dues due at the date of his, her or its resignation. Removal Any member may be required to resign by resolution of the Board of Directors. Prior to the adoption of such resolution the member affected shall have the right to appear before the Board of Directors and to be heard. Regional Associations The System Members of the Corporation may from time to time form an additional association of a regional or provincial nature. The Board of Directors, by resolution, may recognize such an association as an affiliate of the Corporation, provided that [PERCENTAGE %] percent of the subscribers served by those System Members constituting such association are also served by System Members of the Corporation and that the letters patent, supplementary letters patent, by-laws, rules, regulations or actions of such association, do not, at any time, prejudice the best interests of the Corporation or a majority of its members. The Board of Directors may, by resolution, revoke its recognition of any affiliate of the Corporation at any time, provided that such affiliate shall have the right to appear before the Board of Directors and to be heard. MEETINGS Fiscal Year and Time of Annual Meeting The fiscal year of the Corporation shall end on the last day of [MONTH] in each year and the annual meeting of the members (the \"Annual Meeting\") shall be held in [COUNTRY] within the [NUMBER] months following in such place and at such time and date as shall be designated by the Board of Directors. The Voting Members may resolve that a particular meeting of members be held outside [COUNTRY]. Annual Meeting At each Annual Meeting the Voting Members shall:","General By-Laws","19",513,"https://templates.business-in-a-box.com/imgs/1000px/general-by-laws-D1008.png","https://templates.business-in-a-box.com/imgs/250px/1008.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1008.xml",{"title":96,"description":6},"general by-laws",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","general by laws","/template/general-by-laws-D1008",{"description":106,"descriptionCustom":6,"label":107,"pages":8,"size":91,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":120},"ADVISORY BOARD AGREEMENT This Advisory Board Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] AND: [ADVISOR NAME] (the \"Advisor\"), an individual with their principal place of residence/business located at: [COMPLETE ADDRESS] WHEREAS, the Company desires to engage the Advisor to serve as a member of the Company's Advisory Board and to provide strategic advice and counsel to the Company; and WHEREAS, the Advisor agrees to provide such services in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: APPOINTMENT AND TERM Appointment: The Company hereby appoints the Advisor as a member of its Advisory Board, and the Advisor accepts such appointment, subject to the terms of this Agreement. Term of Service: The Advisor's appointment shall be for a term of [NUMBER OF YEARS] years, commencing on [START DATE] and ending on [END DATE], unless terminated earlier in accordance with this Agreement. Upon mutual agreement, the term may be extended or renewed. DUTIES AND RESPONSIBILITIES 2.1 Advisory Services: The Advisor agrees to provide strategic advice, industry insights, and guidance to the Company's management team as a member of the Advisory Board. The Advisor's role is consultative and non-binding and may include the following: Attending and participating in Advisory Board meetings. Offering counsel on business strategies, market trends, and growth opportunities. Providing advice on operational and management issues as requested by the Company. Assisting with the development of partnerships, investments, and other business relationships. 2.2 Time Commitment: The Advisor shall devote a reasonable amount of time to the Company, including attending Advisory Board meetings [NUMBER OF TIMES] per year and being available for consultations as needed. The specific meeting schedule shall be agreed upon in advance. 2.3 No Authority to Act: The Advisor acknowledges that their role is purely advisory, and they have no authority to bind the Company or act on its behalf unless specifically authorized by the Company in writing. COMPENSATION AND EXPENSES 3.1 Compensation: As compensation for serving as a member of the Advisory Board, the Advisor shall receive [DESCRIPTION OF COMPENSATION, e.g., an annual retainer of [AMOUNT], equity in the Company, stock options, or other forms of remuneration]. Specific details regarding equity compensation, if applicable, are outlined in Schedule A attached to this Agreement. 3.2 Reimbursement of Expenses: The Company agrees to reimburse the Advisor for any reasonable and necessary expenses incurred in connection with their role on the Advisory Board, including travel and lodging expenses for attending meetings, provided that such expenses are pre-approved by the Company. CONFIDENTIALITY AND NON-DISCLOSURE 4.1 Confidential Information: The Advisor acknowledges that during their service on the Advisory Board, they may have access to the Company's confidential or proprietary information, including but not limited to business plans, financial data, intellectual property, marketing strategies, and customer information (the \"Confidential Information\"). 4.2 Non-Disclosure: The Advisor agrees to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without the Company's prior written consent. This obligation of confidentiality shall survive the termination or expiration of this Agreement. 4","Advisory Board Agreement","https://templates.business-in-a-box.com/imgs/1000px/advisory-board-agreement-D13898.png","https://templates.business-in-a-box.com/imgs/250px/13898.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13898.xml",{"title":112,"description":6},"advisory board agreement",[114,117],{"label":115,"url":116},"Business Plan Kit","business-plan-kit",{"label":118,"url":119},"Board of Directors","board-of-directors","/template/advisory-board-agreement-D13898",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":91,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":130,"keywords":129,"url":135},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":129,"description":6},"non disclosure agreement nda",[131,132],{"label":33,"url":99},{"label":133,"url":134},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":140,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":145,"keywords":151,"url":152},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","1",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[146,147,148],{"label":115,"url":116},{"label":118,"url":119},{"label":149,"url":150},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",{"description":154,"descriptionCustom":6,"label":155,"pages":156,"size":157,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":162,"keywords":169,"url":170},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[163,165,168],{"label":17,"url":164},"human-resources",{"label":166,"url":167},"Hire an Employee","hire-employee",{"label":33,"url":99},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":172,"descriptionCustom":6,"label":173,"pages":8,"size":174,"extension":10,"preview":175,"thumb":176,"svgFrame":177,"seoMetadata":178,"parents":179,"keywords":183,"url":184},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[180],{"label":181,"url":182},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":187,"reviewer":198,"quick_facts":202,"at_a_glance":205,"personas":209,"variants":234,"glossary":262,"clauses":296,"how_to_fill":346,"common_mistakes":387,"faqs":412,"industries":440,"comparisons":457,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":519,"classification":520},{"meta_title":188,"meta_description":189,"primary_keyword":22,"secondary_keywords":190},"Indemnification Agreement for Directors Template (Free Word)","Free director indemnification agreement template. Protects board members from personal liability for decisions made in good faith. Used in 190+ countries. Free Word and PDF download.",[191,192,193,194,195,196,197],"director indemnification agreement template","board member indemnification agreement","director indemnity agreement","indemnification agreement template word","corporate director protection agreement","d&o indemnification agreement","director liability protection agreement",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":203,"legal_review_recommended":204,"signature_required":204},"advanced",true,{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"An Indemnification Agreement for Directors is a legally binding contract between a corporation and each individual board member that obligates the company to cover legal costs, judgments, settlements, and related expenses arising from the director's good-faith service on the board. This free Word download gives you a structured, enforceable starting point you can edit online and export as PDF to execute before a director joins or as a supplement to existing D&O insurance coverage.\n","Use it when onboarding a new board member, when a company's D&O insurance coverage has gaps or exclusions, or when a director requests contractual assurance of indemnification before agreeing to serve. It is also standard practice for startups and growth-stage companies that cannot yet afford comprehensive D&O policies.\n","Indemnification scope covering third-party claims and derivative suits, advancement of expenses pending resolution, exclusions for bad faith or fraud, D&O insurance coordination, a notice and claims procedure, and governing law and dispute resolution provisions.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Recruiting qualified board members who require personal liability protection before joining","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate attorneys","Documenting director indemnification obligations separate from bylaws for enforceability","persona-corporate-attorney",{"title":219,"use_case":220,"icon_asset_id":221},"Board members and directors","Securing contractual indemnification before accepting a seat on a corporate board","persona-board-member",{"title":223,"use_case":224,"icon_asset_id":225},"CFOs and finance officers","Coordinating indemnification terms with existing D&O insurance policy limits and exclusions","persona-cfo",{"title":227,"use_case":228,"icon_asset_id":229},"Private equity and venture capital sponsors","Protecting portfolio company board appointees from personal exposure in investee companies","persona-investor",{"title":231,"use_case":232,"icon_asset_id":233},"General counsel","Standardizing director protection across all board seats in a multi-entity corporate group","persona-general-counsel",[235,239,242,246,250,254,258],{"situation":236,"recommended_template":237,"slug":238},"Protecting a director serving on a startup board without D&O insurance in place","Indemnification Agreement for Directors","indemnification-agreement-for-directors-D480",{"situation":240,"recommended_template":241,"slug":238},"Covering officers as well as directors under a single agreement","Indemnification Agreement for Directors and Officers",{"situation":243,"recommended_template":244,"slug":245},"Indemnifying a director serving on a nonprofit or charity board","Nonprofit Director Indemnification Agreement","undertaking-of-indemnification--director-D924",{"situation":247,"recommended_template":248,"slug":249},"Providing indemnification to an advisory board member with limited governance authority","Advisory Board Member Agreement","advisory-board-agreement-D13898",{"situation":251,"recommended_template":252,"slug":253},"Documenting D&O insurance coverage as the primary protection mechanism","D&O Insurance Summary and Coverage Schedule","internal-control-policy-D13356",{"situation":255,"recommended_template":256,"slug":257},"Confirming indemnification rights already referenced in corporate bylaws","Corporate Bylaws Template","corporate-governance-policy-D13943",{"situation":259,"recommended_template":260,"slug":261},"Protecting a director during a specific M&A transaction or due diligence period","Director Indemnification Side Letter","letter-of-indemnification-to-former-director-D5172",[263,266,269,272,275,278,281,284,287,290,293],{"term":264,"definition":265},"Indemnification","A contractual obligation by one party to compensate another for specified losses, legal costs, or liabilities they incur.",{"term":267,"definition":268},"Advancement of Expenses","The company's obligation to pay a director's legal costs as they are incurred during a proceeding, before the final outcome is determined.",{"term":270,"definition":271},"D&O Insurance","Directors and Officers liability insurance — a policy that reimburses directors and the company for losses arising from wrongful acts claims, typically purchased alongside a contractual indemnification agreement.",{"term":273,"definition":274},"Derivative Suit","A lawsuit brought by shareholders on behalf of the corporation against directors or officers, alleging harm to the company itself rather than to individual shareholders.",{"term":276,"definition":277},"Good Faith","Acting honestly and with a reasonable belief that the action taken was in, or not opposed to, the best interests of the corporation — the standard typically required to qualify for indemnification.",{"term":279,"definition":280},"Proceeding","Any threatened, pending, or completed action, suit, arbitration, investigation, or administrative hearing that may give rise to an indemnification claim.",{"term":282,"definition":283},"Undertaking to Repay","A written promise by the director to repay advanced expenses if it is ultimately determined they are not entitled to indemnification.",{"term":285,"definition":286},"Mandatory vs. Permissive Indemnification","Mandatory indemnification is required by law or contract when a director prevails; permissive indemnification is discretionary and depends on a good-faith determination by the board or a court.",{"term":288,"definition":289},"Change of Control Provision","A clause that preserves the director's indemnification rights even if the company is acquired, merged, or dissolved after the agreement is executed.",{"term":291,"definition":292},"Subrogation","The company's right to step into the director's shoes and pursue recovery from third parties — such as an insurer — after paying out an indemnification claim.",{"term":294,"definition":295},"Corporate Opportunity Doctrine","A fiduciary rule requiring directors to offer the corporation any business opportunity that falls within its line of business before pursuing it personally — a common source of indemnification claims.",[297,302,307,312,316,321,326,331,336,341],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Recitals and Purpose","States why the agreement exists — to induce qualified individuals to serve on the board by providing protection beyond what the bylaws alone guarantee.","WHEREAS, [COMPANY NAME] (the 'Company') desires to attract and retain highly qualified individuals to serve as directors and recognizes that adequate protection from personal liability is essential to that purpose; NOW, THEREFORE, in consideration of [DIRECTOR NAME]'s service on the Board of Directors, the parties agree as follows.","Omitting the recitals entirely and jumping straight to operative clauses. Recitals establish the consideration and intent that courts use to interpret ambiguous provisions later.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Indemnification for Third-Party Claims","Obligates the company to indemnify the director against judgments, settlements, fines, and legal costs arising from third-party lawsuits related to board service.","The Company shall indemnify [DIRECTOR NAME] to the fullest extent permitted by law against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in connection with any Proceeding brought by a third party by reason of the fact that [DIRECTOR NAME] is or was a director of the Company.","Limiting coverage to 'final judgments' only. Directors incur significant legal costs in proceedings that settle or are dismissed — those costs should be covered regardless of outcome.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Indemnification for Derivative Actions","Covers the director's legal costs when shareholders sue the corporation through a derivative action and the director is named as a defendant.","The Company shall indemnify [DIRECTOR NAME] against all Expenses incurred in connection with any Proceeding by or in the right of the Company to procure a judgment in its favor in which [DIRECTOR NAME] is a party by reason of their service as a director, provided that no indemnification shall be made if [DIRECTOR NAME] is adjudged liable to the Company unless a court determines that indemnification is nonetheless appropriate.","Using the same language for derivative and third-party claims. Derivative suits are subject to stricter statutory limits in most jurisdictions — courts can deny indemnification even where third-party coverage would apply.",{"name":267,"plain_english":313,"sample_language":314,"common_mistake":315},"Requires the company to pay the director's legal costs in advance of a final outcome, subject to a written undertaking to repay if indemnification is ultimately denied.","The Company shall advance all Expenses incurred by [DIRECTOR NAME] in connection with any Proceeding within [30] days of a written request, provided that [DIRECTOR NAME] delivers an undertaking to repay such amounts if it is ultimately determined that they are not entitled to indemnification under this Agreement or applicable law.","Setting the repayment undertaking requirement so broad that it discourages directors from requesting advances. The undertaking should be a simple written promise, not a secured obligation or bond.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Exclusions from Indemnification","Lists the circumstances under which the company is not required to indemnify — including fraud, intentional misconduct, and acts taken in bad faith for personal benefit.","No indemnification shall be provided under this Agreement for: (a) acts or omissions involving actual fraud or willful misconduct; (b) conduct adjudged to be in bad faith or opposed to the best interests of the Company; (c) transactions from which [DIRECTOR NAME] derived an improper personal benefit; or (d) any Proceeding initiated by [DIRECTOR NAME] without prior Board approval.","Drafting exclusions so broadly that they swallow the indemnification grant. Courts will interpret ambiguous exclusions against the drafter — specificity on each exclusion category is essential.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"D&O Insurance Coordination","Addresses the relationship between contractual indemnification and D&O insurance — specifying which pays first and what happens if the insurer denies coverage.","The Company shall use commercially reasonable efforts to maintain D&O insurance in amounts and on terms reasonably satisfactory to the Board. To the extent that D&O insurance provides coverage for a claim, the Company's indemnification obligations under this Agreement are secondary and shall apply only to amounts not covered by insurance proceeds actually paid.","Treating contractual indemnification and D&O insurance as interchangeable. Insurance policies contain exclusions, coverage gaps, and sub-limits that the contractual agreement must address explicitly.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Notice and Claims Procedure","Specifies how and when the director must notify the company of a claim, and the process for the company to evaluate and respond to an indemnification request.","As a condition to receiving indemnification, [DIRECTOR NAME] shall notify the Company in writing of any Proceeding within [60] days of receiving notice thereof. The Company shall determine [DIRECTOR NAME]'s entitlement to indemnification within [90] days of receiving a completed written request accompanied by relevant documentation.","Setting a strict notice period with forfeiture as the penalty for late notice. Courts in many jurisdictions refuse to enforce notice-as-condition provisions unless the company demonstrates actual prejudice from the delay.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Determination of Entitlement","Establishes who decides whether the director's conduct meets the standard required for indemnification — the board, independent legal counsel, or a court.","Entitlement to indemnification shall be determined by: (a) a majority vote of disinterested directors, even if less than a quorum; (b) independent legal counsel selected by the Board; or (c) a court of competent jurisdiction. If no determination is made within [90] days, the Director shall be presumed entitled to indemnification.","Allowing the full board — including directors with a conflict of interest — to determine entitlement. Interested directors must be excluded from the determination, or the decision is vulnerable to challenge.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Change of Control","Protects the director's indemnification rights if the company is acquired, merged, or ceases to exist after the agreement is executed.","The rights of [DIRECTOR NAME] under this Agreement shall survive any merger, acquisition, dissolution, or reorganization of the Company and shall inure to the benefit of [DIRECTOR NAME]'s heirs, executors, and administrators. The Company shall require any successor entity to assume and honor the obligations of this Agreement as a condition of any Change of Control transaction.","No successor obligation — the most common gap in director indemnification agreements. If the company is acquired and wound up, a director with no change-of-control clause may have no solvent entity to enforce against.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and how disputes over indemnification entitlement are resolved.","This Agreement is governed by the laws of the State of [STATE] without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in [CITY, STATE] under the rules of the [AAA / JAMS], except that either party may seek injunctive relief in any court of competent jurisdiction.","Defaulting to litigation without specifying venue. Indemnification disputes between a director and an acquired or restructured company often involve multi-state entities — an explicit forum selection clause prevents satellite litigation over jurisdiction.",[347,352,357,362,367,372,377,382],{"step":348,"title":349,"description":350,"tip":351},1,"Identify the parties with legal precision","Enter the company's full registered legal name, state or jurisdiction of incorporation, and the director's full legal name. If the director serves in multiple capacities (director and officer), note each role explicitly.","Cross-reference your articles of incorporation for the exact entity name — using a trade name creates an enforceability risk if the indemnifying party is contested.",{"step":353,"title":354,"description":355,"tip":356},2,"Define 'Expenses' and 'Proceeding' broadly","Ensure the definitions of Expenses and Proceeding cover attorneys' fees, court costs, expert witness fees, travel costs, and any regulatory investigation — not just formal lawsuits. Use expansive language: 'any threatened, pending, or completed action, suit, arbitration, investigation, or administrative hearing.'","SEC investigations, state AG inquiries, and internal investigations can cost more than litigation and are frequently excluded from narrow definitions.",{"step":358,"title":359,"description":360,"tip":361},3,"Set the advancement of expenses timeline","Insert the number of days within which the company must advance expenses after receiving a written request — 30 days is standard. Draft the undertaking to repay as a simple unsecured written promise, not a bond or collateral requirement.","A repayment undertaking that requires collateral functionally denies the advance — directors cannot typically post security while also defending themselves in costly litigation.",{"step":363,"title":364,"description":365,"tip":366},4,"Draft exclusions with specific, enumerated conduct","List each exclusion as a separate lettered clause with precisely defined conduct: 'actual fraud,' 'willful misconduct,' 'adjudged liable for an improper personal benefit.' Avoid catch-all phrases like 'any illegal act.'","Vague exclusions get litigated. Every word in an exclusion clause has been tested in courts — use language that mirrors the statutory exclusions in your governing state's corporation code.",{"step":368,"title":369,"description":370,"tip":371},5,"Coordinate with existing D&O insurance policy","Review your current D&O policy's coverage limits, exclusions, and priority-of-payment provisions before completing the insurance coordination clause. The agreement should address what happens when the insurer denies coverage or the policy lapses.","Ask your insurance broker for a coverage gap analysis before executing the agreement — contractual indemnification often fills gaps the D&O policy doesn't cover.",{"step":373,"title":374,"description":375,"tip":376},6,"Specify the entitlement determination mechanism","Choose a determination method — disinterested directors, independent legal counsel, or court — and set a response deadline of no more than 90 days. Include a presumption of entitlement if the company fails to respond within the deadline.","Independent legal counsel is the most defensible determination method when a controlling shareholder or related party is involved in the disputed decision.",{"step":378,"title":379,"description":380,"tip":381},7,"Add a change-of-control successor obligation","Insert a clause requiring any successor entity in an M&A transaction to assume the company's indemnification obligations under this agreement as a condition of closing.","In M&A due diligence, acquirers often attempt to limit or exclude director indemnification obligations — this clause gives the director contractual standing to enforce against the successor.",{"step":383,"title":384,"description":385,"tip":386},8,"Execute before the director's first board meeting","Both the company (by an authorized officer who is not the director being indemnified) and the director must sign the agreement before any board activity begins. Countersignature by the corporate secretary confirms board authorization.","Store executed originals in the company's corporate minute book and provide the director with a fully executed copy — not just a signature page.",[388,392,396,400,404,408],{"mistake":389,"why_it_matters":390,"fix":391},"Relying solely on bylaw indemnification provisions","Bylaws can be amended by a future board or shareholder vote, potentially eliminating or weakening indemnification protections for current directors without their consent.","Execute a standalone contractual indemnification agreement that expressly states it supplements and cannot be amended without the director's written consent.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the advancement of expenses obligation","Litigation costs arise immediately — a director who must pay out-of-pocket for years while awaiting reimbursement faces financial hardship that discourages good-faith board participation.","Include a mandatory advancement clause requiring payment within 30 days of a written request, conditioned only on a simple undertaking to repay if indemnification is ultimately denied.",{"mistake":397,"why_it_matters":398,"fix":399},"No change-of-control successor obligation","If the company is acquired and wound up, a director facing a derivative suit may have no solvent entity to enforce the indemnification agreement against.","Require any M&A transaction to include an assumption of indemnification obligations by the successor entity as a closing condition.",{"mistake":401,"why_it_matters":402,"fix":403},"Using overbroad exclusion language","Exclusions drafted with phrases like 'any violation of law' or 'any improper act' can be interpreted to exclude conduct the parties never intended to exclude, gutting the agreement's protection.","Limit exclusions to specifically enumerated categories — actual fraud, willful misconduct, adjudged liability for personal benefit — using language mirroring the applicable corporation statute.",{"mistake":405,"why_it_matters":406,"fix":407},"Failing to coordinate with the D&O insurance policy","Without a coordination clause, disputes arise over which obligation pays first, and the company may end up paying amounts that insurance would have covered.","Review the D&O policy's 'other insurance' and 'priority of payment' provisions and draft the coordination clause to match — specifying that insurance pays first and contractual indemnification fills the gap.",{"mistake":409,"why_it_matters":410,"fix":411},"No notice provision or overly punitive notice forfeiture","A missing notice procedure leaves the company with no structured process to evaluate claims; a forfeiture-on-late-notice clause is unenforceable in most jurisdictions unless actual prejudice is shown.","Include a reasonable notice window (60 days from receipt of the proceeding notice) with a cure period, and limit the remedy for late notice to demonstrated prejudice rather than automatic forfeiture.",[413,416,419,422,425,428,431,434,437],{"question":414,"answer":415},"What is a director indemnification agreement?","A director indemnification agreement is a binding contract between a corporation and an individual board member that obligates the company to cover the director's legal costs, judgments, settlements, and related expenses arising from their good-faith service on the board. It provides contractual protections that go beyond what most bylaws guarantee and cannot be unilaterally removed by a future board vote. Indemnification agreements are standard practice for public companies and increasingly common in startups and growth-stage private companies.\n",{"question":417,"answer":418},"Why do directors need an indemnification agreement if the company has D&O insurance?","D&O insurance policies contain exclusions, coverage gaps, sublimits, and conditions that can leave directors personally exposed — particularly in cases involving related-party transactions, regulatory investigations, or claims filed after the policy lapses. A contractual indemnification agreement fills those gaps by creating a direct obligation from the company to the director that is independent of insurance coverage. Directors routinely request both as a condition of board service.\n",{"question":420,"answer":421},"What expenses does a director indemnification agreement typically cover?","A well-drafted agreement covers attorneys' fees, court costs, expert witness fees, travel and investigation expenses, settlement amounts, and final judgments — arising from third-party lawsuits, derivative suits, regulatory investigations, and administrative proceedings. The scope depends on how broadly \"Expenses\" and \"Proceeding\" are defined in the agreement. Agreements that limit coverage to final judgments only leave directors exposed for the majority of costs incurred before resolution.\n",{"question":423,"answer":424},"Can a company refuse to indemnify a director?","Yes — indemnification is typically denied when a director acted in bad faith, committed actual fraud or willful misconduct, or was adjudged liable for a transaction from which they derived an improper personal benefit. Most corporation statutes also prohibit indemnification for derivative suit liability unless a court determines it is appropriate. The agreement should enumerate these exclusions precisely, using language that mirrors the applicable corporation code, to avoid disputes over their scope.\n",{"question":426,"answer":427},"What is the difference between mandatory and permissive indemnification?","Mandatory indemnification is required by statute when a director is successful on the merits — the company must pay regardless of what the agreement says. Permissive indemnification applies to situations where the director did not fully prevail; the company may indemnify if the director acted in good faith, but is not legally required to do so unless the contract says otherwise. A standalone indemnification agreement typically converts permissive indemnification into a contractual obligation, giving directors significantly stronger protection.\n",{"question":429,"answer":430},"Does an indemnification agreement need to be approved by the board?","Yes — the company's execution of the agreement must be authorized by the board, typically by a resolution of disinterested directors. The director being indemnified should not participate in the authorizing vote. In some jurisdictions, shareholder approval may be required for agreements that exceed the indemnification permitted by the corporation statute. Corporate counsel should confirm authorization requirements under the applicable state or provincial law before execution.\n",{"question":432,"answer":433},"What happens to a director's indemnification rights if the company is sold?","Without a change-of-control clause, a director's contractual rights may not bind the acquiring entity — particularly if the company is merged into the acquirer or dissolved after closing. A properly drafted agreement requires any successor to assume the indemnification obligations as a condition of the transaction. Directors should confirm this obligation is addressed in any M&A term sheet or merger agreement, not only in the indemnification agreement itself.\n",{"question":435,"answer":436},"Is an indemnification agreement enforceable if it exceeds what the bylaws provide?","Generally yes — most corporation statutes expressly permit companies to provide greater indemnification by contract than the statute or bylaws require, up to the maximum permitted by law. The agreement cannot, however, indemnify conduct that the statute categorically prohibits — such as liability for securities law violations in some jurisdictions. Consider consulting a corporate attorney to confirm the agreement's scope is within the statutory maximum for your jurisdiction.\n",{"question":438,"answer":439},"How does advancement of expenses work in practice?","When a director is named in a lawsuit or investigation, they submit a written request for advancement along with an undertaking to repay if indemnification is ultimately denied. The company must then pay the director's legal costs — typically within 30 days — as they are incurred throughout the proceeding. If the director is ultimately found not entitled to indemnification, they must repay the advanced amounts. The undertaking is generally an unsecured promise; requiring security would defeat the purpose of advancement.\n",[441,445,449,453],{"industry":442,"icon_asset_id":443,"specifics":444},"Technology / SaaS","industry-saas","Startup boards routinely use director indemnification agreements as a substitute for D&O insurance in early stages, and to protect investor-appointed board members from exposure related to financing decisions.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial Services","industry-fintech","Directors in banking and fintech face heightened regulatory exposure from FINRA, SEC, and FDIC proceedings — indemnification agreements must explicitly address regulatory investigation costs and civil money penalties where permitted.",{"industry":450,"icon_asset_id":451,"specifics":452},"Healthcare","industry-healthtech","Healthcare company boards face FDA enforcement actions, HIPAA-related suits, and CMS audit exposure — indemnification agreements should extend to administrative proceedings and include coverage for compliance-related investigations.",{"industry":454,"icon_asset_id":455,"specifics":456},"Private Equity and Venture Capital","industry-private-equity","PE and VC sponsors routinely require portfolio companies to execute director indemnification agreements before their representatives join the board, with explicit change-of-control provisions to survive the eventual exit.",[458,462,466,469],{"vs":459,"vs_template_id":460,"summary":461},"D&O Insurance Policy","D{DO_INSURANCE_SUMMARY_ID}","D&O insurance is a third-party policy that reimburses directors and the company for covered wrongful act claims up to the policy limit, subject to exclusions and deductibles. A director indemnification agreement is a direct contractual obligation from the company to the director that fills coverage gaps, survives policy lapses, and cannot be unilaterally canceled. Most experienced directors require both.",{"vs":463,"vs_template_id":464,"summary":465},"Corporate Bylaws Indemnification Provision","corporate-by-laws-D481","Bylaw indemnification provisions can be amended or repealed by a future board or shareholder vote without the director's consent. A standalone indemnification agreement is a binding contract that requires the director's consent to modify. For any director who serves beyond the tenure of the current board, a separate agreement is materially stronger protection.",{"vs":248,"vs_template_id":467,"summary":468},"advisory-board-member-agreement-D12708","An advisory board member agreement covers a person who provides informal guidance without formal governance authority or fiduciary duties — a very different legal exposure profile. A director indemnification agreement covers formal board members with voting power, fiduciary duties, and real legal liability. Advisors rarely need indemnification coverage of the same scope as formal directors.",{"vs":470,"vs_template_id":471,"summary":472},"Indemnification Agreement for Officers","D{OFFICER_INDEMNIFICATION_ID}","An officer indemnification agreement covers executive officers — CEO, CFO, General Counsel — who face liability for operational decisions rather than board-level governance decisions. Directors and officers face overlapping but distinct claims; many companies execute both agreements for individuals who hold dual director-officer roles, with each agreement tailored to the respective capacity.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Early-stage startups onboarding their first independent directors with no existing D&O insurance","Free","30 minutes",{"best_for":479,"cost":480,"time":481},"Growth-stage companies adding investor-appointed board members, or any company with an existing D&O policy requiring coordination","$500–$1,500","2–5 days",{"best_for":483,"cost":484,"time":485},"Public companies, regulated industries, or M&A scenarios where director liability exposure is material and complex","$2,000–$8,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Director indemnification is governed primarily by state corporation law. Delaware General Corporation Law §145 is the most widely referenced statute and permits broad indemnification by contract up to the statutory maximum. California Corporations Code §317 imposes stricter limits — particularly for derivative suit liability. Several states prohibit indemnification of criminal fines or securities law penalties regardless of contract language. Companies should ensure the agreement references the specific statute of the state of incorporation.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","The Canada Business Corporations Act (CBCA) and provincial corporate statutes (including Ontario's OBCA) permit indemnification of directors acting honestly and in good faith with a view to the corporation's best interests. Mandatory indemnification applies when a director is substantially successful on the merits. Quebec's Civil Code imposes distinct standards, and federally incorporated companies must comply with CBCA provisions even if their agreement is more permissive. Court approval may be required for certain derivative proceeding indemnification.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","The Companies Act 2006 (sections 232–238) restricts a company's ability to exempt directors from liability but permits qualifying third-party indemnity provisions (QTPIs) that cover third-party claims, legal costs, and regulatory proceedings. Indemnification for fines imposed by courts, regulatory penalties, and defense costs in unsuccessful criminal proceedings is prohibited. Directors of UK companies should ensure the agreement qualifies as a QTPI and is disclosed in the annual report under CA 2006 §236.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU member states apply national company law to director indemnification — there is no unified EU standard. Germany, France, and the Netherlands each have distinct rules on permissible indemnification scope, particularly for regulatory fines and antitrust penalties. Many EU jurisdictions require that indemnification be authorized by shareholders, not just the board. Directors serving on EU-regulated entity boards (banking, insurance, investment firms) face additional restrictions under sector-specific directives, including MiFID II and the Banking Recovery and Resolution Directive.",[508,249,509,510,511,512,513,514,515,516,517,518],"general-by-laws-D1008","non-disclosure-agreement-nda-D12692","board-resolution-D78","employment-agreement-executive-D543","independent-contractor-agreement-D160","adhesion-to-the-unanimous-shareholder-agreement-D848","articles-of-incorporation-D998","conflict-of-interest-policy-for-board-members-D13933","board-meeting-minutes-D13904","llc-operating-agreement-D5209","general-non-compete-agreement-D882",{"emit_how_to":204,"emit_defined_term":204},{"primary_folder":99,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"guaranties-and-collateral","agreement","general","all-stages",[526,527,528,529,530],"liability","governance","legal","indemnification","directors",0.95,"\u003Ch2>What is an Indemnification Agreement for Directors?\u003C/h2>\n\u003Cp>An \u003Cstrong>Indemnification Agreement for Directors\u003C/strong> is a legally binding contract between a corporation and an individual board member that obligates the company to cover the director's legal costs, judgments, settlements, fines, and related expenses arising from their good-faith service on the board. Unlike the indemnification language typically found in corporate bylaws — which a future board can amend or repeal without the director's consent — a standalone agreement creates a direct contractual right that survives board composition changes, corporate restructurings, and M&A transactions. It supplements D&O insurance by filling gaps in coverage and providing a direct enforcement mechanism when the insurer denies a claim or the policy lapses.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a director indemnification agreement, qualified candidates may decline board seats — particularly in startups and growth-stage companies that cannot yet afford comprehensive D&O coverage. The personal financial exposure of board service is real: derivative suits, regulatory investigations, and shareholder class actions routinely generate legal costs exceeding $500,000 before resolution, regardless of whether the director was at fault. Bylaw indemnification provisions offer some protection, but they can be weakened by a hostile shareholder vote or rendered meaningless if the company is acquired and dissolved. A standalone agreement locks in the company's obligation, requires successor entities to honor it, and gives the director a direct legal claim if the company refuses to advance expenses. This template gives you a court-tested structure that addresses advancement of expenses, D&O insurance coordination, change of control, and enforceable exclusions — the four elements most commonly missing from bylaw-only approaches.\u003C/p>\n",1781186018002]