[{"data":1,"prerenderedAt":490},["ShallowReactive",2],{"document-letter-of-indemnification-to-former-director-D5172":3},{"document":4,"label":22,"preview":11,"thumb":23,"thumb600":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":489},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":21},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INDEMNIFICATION Dear [CONTACT NAME]:",null,"Letter of Indemnification to Former Director","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/letter-of-indemnification-to-former-director-D5172.png","https://templates.business-in-a-box.com/imgs/250px/5172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5172.xml",{"title":15,"description":6},"letter of indemnification to former director",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"letter indemnification to former director","Letter of Indemnification to Former Director Template","https://templates.business-in-a-box.com/imgs/400px/5172.png","https://templates.business-in-a-box.com/imgs/600px/5172.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[36,40,44,48,52,56,60,64,68,72,76,80,84,104,119,134,149,161],{"label":37,"url":38,"thumb":39,"extension":10},"Undertaking of Indemnification -  Director","/template/undertaking-of-indemnification--director-D924","https://templates.business-in-a-box.com/imgs/250px/924.png",{"label":41,"url":42,"thumb":43,"extension":10},"Reminder Letter_Confidentialty Letter or Former Letter","/template/reminder-letter_confidentialty-letter-or-former-letter-D5173","https://templates.business-in-a-box.com/imgs/250px/5173.png",{"label":45,"url":46,"thumb":47,"extension":10},"Letter to New Employer of Former Employee_Non-Disclosure","/template/letter-to-new-employer-of-former-employee_non-disclosure-D550","https://templates.business-in-a-box.com/imgs/250px/550.png",{"label":49,"url":50,"thumb":51,"extension":10},"Indemnification Agreement","/template/indemnification-agreement-D13016","https://templates.business-in-a-box.com/imgs/250px/13016.png",{"label":53,"url":54,"thumb":55,"extension":10},"Undertaking of Indemnification","/template/undertaking-of-indemnification-D925","https://templates.business-in-a-box.com/imgs/250px/925.png",{"label":57,"url":58,"thumb":59,"extension":10},"Indemnification Agreement For Directors","/template/indemnification-agreement-for-directors-D480","https://templates.business-in-a-box.com/imgs/250px/480.png",{"label":61,"url":62,"thumb":63,"extension":10},"Request to Locate Former Employee","/template/request-to-locate-former-employee-D651","https://templates.business-in-a-box.com/imgs/250px/651.png",{"label":65,"url":66,"thumb":67,"extension":10},"Response to Inquiry Concerning Former Employee","/template/response-to-inquiry-concerning-former-employee-D500","https://templates.business-in-a-box.com/imgs/250px/500.png",{"label":69,"url":70,"thumb":71,"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":73,"url":74,"thumb":75,"extension":10},"Consent Letter","/template/consent-letter-D13633","https://templates.business-in-a-box.com/imgs/250px/13633.png",{"label":77,"url":78,"thumb":79,"extension":10},"Engagement Letter","/template/engagement-letter-D13681","https://templates.business-in-a-box.com/imgs/250px/13681.png",{"label":81,"url":82,"thumb":83,"extension":10},"Policy Letter on Vehicle Expense Reimbursement","/template/policy-letter-on-vehicle-expense-reimbursement-D723","https://templates.business-in-a-box.com/imgs/250px/723.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":102,"url":103},"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},[94,97,100],{"label":95,"url":96},"Human Resources","human-resources",{"label":98,"url":99},"Hire an Employee","hire-employee",{"label":18,"url":101},"business-legal-agreements","employment agreement executive","/template/employment-agreement-executive-D543",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":9,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":118},"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":112,"description":6},"non disclosure agreement nda",[114,115],{"label":18,"url":101},{"label":116,"url":117},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":132,"url":133},"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","6",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},[129],{"label":130,"url":131},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":9,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Termination of your employment Dear [Contact name], We regret to inform you that your employment with [YOUR COMPANY NAME] is terminated effective upon receipt of this letter for the following reason(s): [DETAIL REASONS] [DETAIL REASONS] [DETAIL REASONS] Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property. Sincerely, [YOUR NAME] [YOUR TITLE] [YOUR PHONE NUMBER] [YOUREMAIL@YOURCOMPANY.COM] [IF SENT BY EMAIL YOU MAY INCLUDE THIS NOTICE]","Employee Dismissal Letter","2","https://templates.business-in-a-box.com/imgs/1000px/employee-dismissal-letter-D508.png","https://templates.business-in-a-box.com/imgs/250px/508.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#508.xml",{"title":142,"description":6},"employee dismissal letter",[144,145],{"label":95,"url":96},{"label":146,"url":147},"Employee Termination","employee-termination","/template/employee-dismissal-letter-D508",{"description":150,"descriptionCustom":6,"label":151,"pages":8,"size":9,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":160},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":156,"description":6},"job offer letter long",[158,159],{"label":95,"url":96},{"label":98,"url":99},"/template/job-offer-letter-long-D12769",{"description":162,"descriptionCustom":6,"label":163,"pages":8,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":179,"url":180},"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",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},[170,173,176],{"label":171,"url":172},"Business Plan Kit","business-plan-kit",{"label":174,"url":175},"Board of Directors","board-of-directors",{"label":177,"url":178},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",false,{"seo":183,"reviewer":195,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":286,"how_to_fill":337,"common_mistakes":373,"faqs":390,"industries":418,"comparisons":435,"diy_vs_pro":451,"related_template_ids_curated":464,"schema":476,"classification":478},{"meta_title":184,"meta_description":185,"primary_keyword":15,"secondary_keywords":186},"Letter of Indemnification to Former Director Template (Free Word)","Free letter of indemnification to former director template. Formally confirms the company's obligation to cover legal costs and liabilities arising from. Free Word and PDF download.",[187,188,189,190,191,192,193,194],"director indemnification letter template","indemnification letter former director word","corporate indemnification letter template","board member indemnification letter","indemnification agreement former officer","company indemnification letter template free","letter of indemnity director","corporate governance indemnification letter",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":200,"legal_review_recommended":181,"signature_required":181},"medium",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Letter of Indemnification to a Former Director is a formal written confirmation from a company to a departing or former board member that the organization will cover specified legal costs, claims, and liabilities arising from actions taken in good faith during that director's tenure. This free Word download gives you a professionally structured letter you can edit online and export as PDF.\n","Use it when a director resigns or is removed from the board and the company wishes to confirm existing indemnification obligations, or when a former director faces a third-party claim, lawsuit, or regulatory inquiry related to decisions made during their service.\n","Opening identification of both parties, reference to the governing indemnification provision, scope of covered costs and claims, conditions and limitations, process for submitting claims, duration of the commitment, and a formal closing acknowledgment.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Corporate secretaries","Issuing formal indemnification confirmations when directors leave the board","persona-corporate-secretary",{"title":211,"use_case":212,"icon_asset_id":213},"General counsel","Documenting the company's indemnification commitment before litigation arises","persona-general-counsel",{"title":215,"use_case":216,"icon_asset_id":217},"CEOs and managing directors","Confirming indemnification to retain qualified board talent and manage departures professionally","persona-ceo",{"title":219,"use_case":220,"icon_asset_id":221},"HR directors","Coordinating board-level offboarding documentation alongside resignation paperwork","persona-hr-manager",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders","Providing indemnification assurance to early board members who served before formal bylaws were in place","persona-startup-founder",{"title":227,"use_case":228,"icon_asset_id":229},"Private equity portfolio managers","Confirming indemnification to nominee directors exiting portfolio company boards post-transaction","persona-operations-director",[231,234,237,240,243,247,251],{"situation":232,"recommended_template":7,"slug":233},"Confirming indemnification for a director departing after normal term expiry","letter-of-indemnification-to-former-director-D5172",{"situation":235,"recommended_template":49,"slug":236},"Binding commitment with mutual obligations and detailed claim procedures","indemnification-agreement-D13016",{"situation":238,"recommended_template":239,"slug":233},"Covering an officer or executive rather than a board-level director","Letter of Indemnification to Former Officer",{"situation":241,"recommended_template":242,"slug":233},"Providing indemnification to an employee named in litigation","Employee Indemnification Letter",{"situation":244,"recommended_template":245,"slug":246},"Indemnifying a third-party vendor or partner rather than an internal director","Letter of Indemnity (Third Party)","third-party-confidential-information-policy-D736",{"situation":248,"recommended_template":249,"slug":250},"Releasing the company from claims by the departing director","Director Resignation and Release Agreement","location-release-agreement-D14006",{"situation":252,"recommended_template":253,"slug":254},"Issuing a comprehensive D&O policy confirmation alongside the letter","Directors and Officers Insurance Summary Letter","checklist-directors-and-officers-insurance-D608",[256,259,262,265,268,271,274,277,280,283],{"term":257,"definition":258},"Indemnification","A company's obligation to compensate a director or officer for losses, legal costs, or liabilities incurred while performing their duties in good faith.",{"term":260,"definition":261},"Indemnitee","The person receiving indemnification — in this context, the former director who is being protected against covered claims.",{"term":263,"definition":264},"Indemnitor","The party providing indemnification — in this letter, the company or organization issuing the commitment.",{"term":266,"definition":267},"D&O Insurance","Directors and Officers liability insurance, a policy that covers personal liability claims against board members; it often works alongside a formal indemnification letter.",{"term":269,"definition":270},"Good Faith","The standard requiring a director to have acted honestly and in the company's best interests — a prerequisite for indemnification in most governing documents.",{"term":272,"definition":273},"Covered Claim","A legal action, regulatory inquiry, or third-party demand that falls within the scope of the company's indemnification commitment as defined in the letter.",{"term":275,"definition":276},"Advancement of Expenses","A provision allowing the company to pay a director's legal costs as they are incurred, before the underlying claim is resolved, subject to repayment if indemnification is later denied.",{"term":278,"definition":279},"Bylaw Indemnification Provision","The section of a company's bylaws or articles that establishes the baseline obligation to indemnify directors and officers — the authority referenced in this letter.",{"term":281,"definition":282},"Tail Coverage","An extension of a D&O insurance policy that covers claims arising after a director's departure for acts committed during their tenure, commonly called a 'run-off' policy.",{"term":284,"definition":285},"Release of Claims","A waiver by which a departing director agrees not to bring legal action against the company in exchange for agreed-upon benefits — sometimes issued alongside an indemnification letter.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Opening identification of parties","Names the company and the former director, states the date of the letter, and references the director's period of service.","This letter is addressed to [FORMER DIRECTOR FULL NAME] ('Director'), who served on the Board of Directors of [COMPANY LEGAL NAME] ('Company') from [START DATE] to [END DATE].","Using a trade name instead of the company's registered legal entity name — this can create ambiguity about which entity is bound by the commitment.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Reference to governing authority","Cites the specific bylaw provision, board resolution, or prior indemnification agreement that authorizes and underpins the commitment made in this letter.","Pursuant to Article [X], Section [Y] of the Company's Bylaws and the Board resolution dated [DATE], the Company hereby confirms its indemnification obligations to the Director as set out below.","Omitting the specific governing reference and relying on vague language like 'as previously agreed' — leaving the authority for the commitment unclear and potentially unenforceable.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Scope of covered claims and costs","Defines exactly what the company will cover: legal fees, settlements, judgments, fines, and other costs arising from third-party or regulatory claims related to the director's service.","The Company agrees to indemnify the Director against any and all reasonable legal fees, settlements, judgments, and fines arising from any Covered Claim, defined as any civil, criminal, administrative, or regulatory proceeding related to the Director's service in that capacity.","Using undefined terms like 'all claims' without specifying the categories of proceedings covered — creating disputes later about whether a particular claim qualifies.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Good faith and conduct conditions","States that indemnification applies only where the director acted in good faith and in a manner reasonably believed to be in the company's best interests, excluding gross negligence or willful misconduct.","Indemnification under this letter is conditioned upon the Director having acted in good faith and in a manner the Director reasonably believed to be in the best interests of the Company, and not as a result of fraud, gross negligence, or willful misconduct.","Omitting the good-faith condition entirely — which can expose the company to indemnifying a director found to have acted fraudulently or in deliberate breach of duty.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Advancement of expenses provision","Confirms whether the company will advance legal costs before the claim is resolved, and if so, states the repayment obligation if indemnification is ultimately denied.","The Company will advance reasonable legal expenses incurred by the Director in connection with a Covered Claim, provided the Director executes a written undertaking to repay such amounts if it is ultimately determined that the Director is not entitled to indemnification hereunder.","Promising advancement of expenses without requiring a written undertaking to repay — removing the company's recourse if the claim is later excluded from coverage.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Claims notification procedure","Specifies how and to whom the former director must give notice of a covered claim, and the timeline for doing so.","The Director shall notify the Company's General Counsel in writing at [ADDRESS / EMAIL] within [30] days of receiving notice of any claim for which indemnification may be sought under this letter.","Setting a notification deadline without stating the consequence of late notice — courts may still require the company to indemnify if the delay caused no prejudice, making enforcement difficult.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Company's right to control defense","Reserves the company's right to select legal counsel and control the defense of any covered claim, including approval over settlements.","The Company reserves the right, at its own expense, to assume control of the defense of any Covered Claim, including selection of legal counsel. The Director shall not settle any Covered Claim without the Company's prior written consent, which shall not be unreasonably withheld.","Failing to include a consent-to-settle clause — allowing the former director to agree to a large settlement that binds the company without its knowledge.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Duration of the indemnification commitment","States how long the indemnification obligation remains in effect after the director's departure, typically for as long as claims arising from the director's tenure can lawfully be brought.","The indemnification obligations confirmed in this letter shall remain in effect for as long as the Director may be subject to any Covered Claim arising from their service as a director, notwithstanding the cessation of the Director's role.","Including a fixed expiry date — such as three years from departure — without accounting for long-tail regulatory or securities claims that can arise many years after the fact.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Non-exclusivity and insurance coordination","Clarifies that this letter supplements, rather than replaces, any D&O insurance policy, and that coverage under both can be pursued simultaneously.","The rights conferred by this letter are not exclusive of any other indemnification rights the Director may have under applicable law, the Company's governing documents, or any D&O insurance policy maintained by the Company.","Treating this letter as the sole source of indemnification and omitting the D&O policy reference — leaving the director unaware of available insurance coverage and potentially triggering duplicate or conflicting claims processes.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law and closing acknowledgment","States which jurisdiction's law governs the letter and includes a formal closing with the authorized signatory's name and title.","This letter is governed by the laws of [STATE / JURISDICTION]. It is issued on behalf of [COMPANY LEGAL NAME] by the undersigned, duly authorized to act on behalf of the Company. [AUTHORIZED SIGNATORY NAME], [TITLE].","Signing with a personal name only, without a title or confirmation that the signatory is authorized to bind the company — raising questions about whether the letter creates a valid company obligation.",[338,343,348,353,358,363,368],{"step":339,"title":340,"description":341,"tip":342},1,"Identify the parties and tenure dates","Enter the company's full registered legal name and the former director's full legal name. Confirm the exact start and end dates of the director's board service from board minutes or corporate records.","Cross-check the director's service dates against the company's share register or minute book — discrepancies in tenure can affect which board resolutions and bylaws apply.",{"step":344,"title":345,"description":346,"tip":347},2,"Cite the governing authority","Insert the specific bylaw article and section number, or board resolution date, that authorizes the indemnification. Review the current bylaws to confirm the provision is still in force and covers former directors.","If the company has amended its bylaws since the director's tenure, confirm the version in effect during their service — indemnification rights are typically assessed under the rules in place at the time of the act.",{"step":349,"title":350,"description":351,"tip":352},3,"Define covered claims and costs","List the categories of proceedings covered (civil, criminal, administrative, regulatory) and the types of costs included (legal fees, settlements, judgments, fines). Be specific to avoid disputes over borderline claims.","Exclude claims that already fall under a D&O policy's primary coverage to prevent the letter from inadvertently becoming a backstop for uncovered matters.",{"step":354,"title":355,"description":356,"tip":357},4,"Set the good-faith and exclusion conditions","Include clear language excluding fraud, willful misconduct, and gross negligence from covered claims. Review any prior indemnification agreement with the director to ensure this letter is consistent with earlier commitments.","Where a prior indemnification agreement exists, confirm this letter supplements rather than supersedes it to avoid inadvertently narrowing the director's existing rights.",{"step":359,"title":360,"description":361,"tip":362},5,"Specify the claims notification process","Name the company officer (typically General Counsel or CEO) to whom notice must be sent, include their contact details, and set the notification deadline — typically 30 days from receiving notice of a claim.","State explicitly that notice must be in writing and describe acceptable methods (email with read receipt, certified mail) to prevent disputes about whether proper notice was given.",{"step":364,"title":365,"description":366,"tip":367},6,"Confirm duration and insurance coordination","State that the obligation runs for the full period during which claims arising from the director's tenure can lawfully be brought, and reference the D&O policy by carrier name and policy number if available.","Attach a one-page D&O coverage summary as an appendix so the former director has a complete picture of all protection available to them.",{"step":369,"title":370,"description":371,"tip":372},7,"Obtain an authorized signature and issue the letter","Have the letter signed by an officer with board authority to bind the company — typically the CEO, General Counsel, or Board Chair. Issue the original to the former director and retain a countersigned copy in the corporate records.","Ask the former director to sign and return a copy confirming receipt and acknowledgment — this creates a clear record that the letter was delivered and reviewed.",[374,378,382,386],{"mistake":375,"why_it_matters":376,"fix":377},"Using trade name instead of registered legal entity","If the letter names a brand rather than the incorporated entity, the indemnification commitment may be unenforceable because the signing party has no legal capacity to bind the company.","Confirm the exact legal name from the company's certificate of incorporation or state registry and use it consistently throughout the letter.",{"mistake":379,"why_it_matters":380,"fix":381},"Omitting the good-faith condition","Without a good-faith requirement, the company may face an argument that it must indemnify a director later found to have acted fraudulently or in deliberate breach of fiduciary duty.","Include explicit exclusions for fraud, gross negligence, and willful misconduct, and tie indemnification to the director's reasonable belief that their conduct served the company's interests.",{"mistake":383,"why_it_matters":384,"fix":385},"Setting a fixed expiry date for the commitment","Securities, environmental, and regulatory claims can surface years or decades after a director's departure — a three-year sunset clause leaves the director exposed on long-tail matters.","Tie the duration to the applicable statute of limitations for the types of claims most likely to arise from the director's role, or state that it runs as long as any claim from the tenure period can lawfully be brought.",{"mistake":387,"why_it_matters":388,"fix":389},"No consent-to-settle clause","A former director who settles a claim independently — without the company's approval — can bind the company to a large payment it had no opportunity to evaluate or contest.","Include a clause requiring the company's prior written consent before the director settles any covered claim, with a reasonableness standard to prevent the company from unreasonably withholding consent.",[391,394,397,400,403,406,409,412,415],{"question":392,"answer":393},"What is a letter of indemnification to a former director?","A letter of indemnification to a former director is a formal written confirmation from a company to a departing or past board member that the company will cover specified legal costs, claims, and liabilities arising from actions taken in good faith during the director's tenure. It documents an existing obligation — typically rooted in the company's bylaws or a prior indemnification agreement — and gives the former director a clear reference point if a covered claim arises after their departure.\n",{"question":395,"answer":396},"When should a company send this letter?","Send it at or shortly after the director's departure from the board — ideally as part of a structured offboarding process alongside a resignation letter and any release documentation. It is also appropriate to issue the letter when a former director contacts the company about a pending claim, regulatory inquiry, or lawsuit related to their prior service, to confirm the scope of the company's commitment before costs are incurred.\n",{"question":398,"answer":399},"Does this letter create a new indemnification obligation or confirm an existing one?","In most cases, this letter confirms and documents an obligation that already exists under the company's bylaws, articles of incorporation, or a prior indemnification agreement signed when the director joined the board. It does not typically create new rights beyond what those governing documents provide. If the intent is to extend or modify the existing obligation, a formal indemnification agreement — rather than a letter — is the more appropriate instrument.\n",{"question":401,"answer":402},"Is D&O insurance a substitute for this letter?","No — D&O insurance and an indemnification letter serve complementary but distinct functions. A D&O policy is a third-party insurance product that pays covered claims up to the policy limit, subject to deductibles and exclusions. The indemnification letter is a direct company commitment that can cover gaps in the policy, including amounts above the policy limit or claims excluded by the insurer. Both should be in place for meaningful director protection.\n",{"question":404,"answer":405},"Does this letter need to be signed by the former director?","The letter is issued by the company and signed by an authorized officer — it does not legally require the former director's countersignature to be effective. However, asking the director to sign and return a copy confirming receipt is strongly recommended because it creates an unambiguous record that the letter was delivered, reviewed, and understood by both parties.\n",{"question":407,"answer":408},"What costs are typically covered by this type of indemnification?","Covered costs typically include reasonable legal and attorney fees, court costs, expert witness fees, settlements (subject to company consent), and final judgments in civil proceedings. Some letters also cover fines in administrative or regulatory proceedings where the director acted in good faith. Costs arising from fraud, willful misconduct, or gross negligence are almost always excluded.\n",{"question":410,"answer":411},"How long does the indemnification obligation last?","The obligation should remain in force for as long as a claim arising from the director's tenure can lawfully be brought — which is determined by the applicable statute of limitations for the relevant type of claim. For most corporate governance matters this is three to six years, but securities and regulatory claims can have longer windows. Avoid setting a fixed sunset date that could inadvertently cut off the director's protection before all possible claims are time-barred.\n",{"question":413,"answer":414},"Can this letter be used for officers as well as directors?","This specific template is structured for board-level directors. Officers — such as a CEO, CFO, or Secretary who are not board members — have similar but legally distinct roles, and the governing authority for their indemnification may differ. Adapting the letter for an officer is straightforward: update the role description and confirm that the bylaw provision cited covers officers as well as directors.\n",{"question":416,"answer":417},"Do I need a lawyer to issue this letter?","For most standard director departures, a well-structured template is sufficient to document the company's commitment. Consider engaging legal counsel when the director's departure is contentious, when active litigation is already pending, when the letter needs to interact with a complex D&O policy structure, or when the company is incorporated in a jurisdiction with specific statutory requirements for director indemnification.\n",[419,423,427,431],{"industry":420,"icon_asset_id":421,"specifics":422},"Financial Services","industry-fintech","Regulatory investigations by SEC, FINRA, or banking authorities frequently target former directors, making a well-drafted indemnification letter essential before any inquiry materializes.",{"industry":424,"icon_asset_id":425,"specifics":426},"Technology / SaaS","industry-saas","Investor-backed startups routinely issue these letters to nominee directors appointed by VC funds when the fund exits or the director rotates off the board post-funding round.",{"industry":428,"icon_asset_id":429,"specifics":430},"Healthcare","industry-healthtech","Compliance-driven boards in healthcare organizations face heightened personal liability exposure from billing, licensing, and patient-data decisions, making clear indemnification documentation critical at director departure.",{"industry":432,"icon_asset_id":433,"specifics":434},"Nonprofit Organizations","industry-nonprofit","Volunteer directors of nonprofits often rely solely on indemnification letters — rather than robust D&O policies — as the primary form of personal liability protection after their term ends.",[436,439,443,447],{"vs":49,"vs_template_id":437,"summary":438},"D{INDEMNIFICATION_AGREEMENT_ID}","An indemnification agreement is a bilateral contract signed by both the director and the company, typically at the time of appointment, with detailed mutual obligations, claim procedures, and dispute resolution clauses. A letter of indemnification is a unilateral company confirmation — shorter, less formal, and typically issued at departure to document existing obligations rather than create new ones. Use the agreement at onboarding; use the letter at offboarding.",{"vs":440,"vs_template_id":441,"summary":442},"Director Resignation Letter","D{DIRECTOR_RESIGNATION_ID}","A director resignation letter is issued by the departing director to the company, formally ending their board service. A letter of indemnification flows in the opposite direction — from the company to the director — confirming ongoing protection after departure. Both documents are typically prepared as part of the same offboarding package.",{"vs":444,"vs_template_id":445,"summary":446},"Release of Claims Agreement","D{RELEASE_OF_CLAIMS_ID}","A release of claims agreement is signed by the departing director and waives their right to bring future legal actions against the company. An indemnification letter is the mirror image — the company waives any argument that it is not obligated to protect the director. The two documents are often issued together to achieve a mutual clean break on departure.",{"vs":448,"vs_template_id":449,"summary":450},"D&O Insurance Certificate","D{DO_INSURANCE_CERT_ID}","A D&O insurance certificate confirms that a third-party insurer has agreed to cover claims against directors up to a policy limit. A letter of indemnification is a direct company commitment that fills coverage gaps — amounts above the policy limit, exclusions, and deductibles. The letter and the certificate protect the same person but operate through entirely different mechanisms.",{"use_template":452,"template_plus_review":456,"custom_drafted":460},{"best_for":453,"cost":454,"time":455},"Standard board departures where no active litigation exists and the company's bylaws clearly authorize indemnification","Free","20–30 minutes",{"best_for":457,"cost":458,"time":459},"Situations involving a contentious departure, pending regulatory inquiry, or a complex D&O policy structure","$200–$500 for a one-hour legal review","1–2 days",{"best_for":461,"cost":462,"time":463},"Active litigation, high-value claims, publicly traded companies, or jurisdictions with statutory indemnification requirements","$800–$2,500+","3–7 days",[465,466,467,233,468,469,470,471,472,473,474,475],"employment-agreement-executive-D543","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employee-dismissal-letter-D508","job-offer-letter-long-D12769","board-resolution-D78","general-release-and-settlement-agreement-D12554","letter-of-resignation-D512","cease-and-desist-letter-D12916","custom-software-business-partnership-agreement-D786","corporate-governance-policy-D13943",{"emit_how_to":477,"emit_defined_term":477},true,{"primary_folder":101,"secondary_folder":479,"document_type":480,"industry":481,"business_stage":482,"tags":483,"confidence":488},"transfers-terminations-and-releases","letter","general","all-stages",[484,485,486,487],"indemnification","director","legal-protection","corporate-governance",0.92,"\u003Ch2>What is a Letter of Indemnification to a Former Director?\u003C/h2>\n\u003Cp>A \u003Cstrong>Letter of Indemnification to a Former Director\u003C/strong> is a formal written confirmation issued by a company to a departing or past board member, documenting the organization's commitment to cover specified legal costs, claims, and liabilities arising from actions the director took in good faith during their tenure. It does not typically create new rights — rather, it translates obligations already embedded in the company's bylaws, articles of incorporation, or a prior indemnification agreement into a clear, standalone document the former director can reference if a covered claim emerges after their departure. The letter identifies both parties, cites the governing authority for the commitment, defines what is and is not covered, and outlines the process for invoking protection.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written indemnification letter at the point of a director's departure, the company's existing obligation becomes harder to act on quickly when a claim actually arrives — which is precisely the wrong moment to be reconstructing the scope of the commitment from bylaw provisions and meeting minutes. Former directors facing a regulatory inquiry or civil action need to know immediately whether the company will cover their legal costs and advance expenses; ambiguity at that stage delays the engagement of counsel and can increase total costs significantly. For the company, a clearly scoped letter limits exposure by documenting the good-faith conditions and exclusions that apply — reducing the risk of an overly broad indemnification demand. This template gives both parties a professionally structured, consistent record of the commitment in under 30 minutes, removing the ambiguity that turns routine board transitions into unnecessary disputes.\u003C/p>\n",1781186021784]