Indemnification Agreement (DE Private Corporation)

by Practical Law Corporate & Securities

A Standard Document that provides a model indemnification agreement for a director or officer of a privately-held Delaware corporation. This agreement is designed to provide contractual indemnification rights and procedures for advancing legal expenses, offering protection that may go beyond what is provided in a company's organizational documents. This Standard Document outlines the company's obligation to indemnify the director or officer to the fullest extent permitted under the Delaware General Corporation Law (DGCL) for losses arising from claims related to their service. It also establishes a mandatory right to the advancement of expenses, requiring the company to cover legal fees and costs as they are incurred, subject to an undertaking to repay. This Standard Document addresses critical procedures, including the process for determining entitlement to indemnification, the potential use of independent counsel, and the parties' rights and obligations following a change in control. It also contains provisions relating to directors' and officers' (D&O) liability insurance and the primacy of the company's indemnification obligations.