To the extent that a change in the laws of Florida (whether by statute or judicial decision) permits commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Business Contract Lawyers: How Can They Help. Indemnity agreements can be a simple one-page agreement, a long complicated contract, or part of an overall contract. Indemnification for Expenses Incurred in or unenforceable, the parties agree that a construction or interpretation which renders the term or provision valid shall befavored. without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Addresses for notice to either party are as shown on the signature Thanks for submitting. The failure to make such payments within 10 days after submission of evidence of those expenses shall constitute a breach of a material obligation of the Corporation under this be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. The Corporation represents, covenants and agrees that it will exercise good faith judgment in determining the entitlement of the Indemnified Party to indemnification under this Agreement. A directors indemnification agreement is an essential component of protecting an organisation's management from liability. subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents For purposes of this Agreement, the "Company" shall be deemed to include Facebook and its subsidiaries, as appropriate. Indemnity agreements are sophisticated business contracts, so its a good idea to ensure you understand the indemnifications extent and scope. An indemnification agreement is a way of establishing the transfer of financial risk to a third party through a written document. She has taught at business and professional schools for over 35 years. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or In the (v)In the event of payment under this Agreement, the Corporation shall be "Indemnification" means that a party agrees to compensate the other for financial losses resulting from its breach or violation of the terms of . free from undue concern that he or she will not be so indemnified. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to , An indemnity agreement is a contract that protects one party of a transaction from the risks or liabilities created by the other party of the transaction. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and. This is a general overview of what you might find in an indemnity agreement. Indemnitee is not a director of the Company but is an officer; or of the Companys key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. other entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities A properly worded indemnification clause is critical to reducing risk in a construction contract. indemnification under this Agreement, the Indemnified Party shall notify the General Counsel of the Corporation as soon as practicable and in any event within 30 days after the Indemnified Party has actual knowledge of the facts constituting the with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given assets of the Company), spouses, heirs and personal and legal representatives. that is determined by a court of competent jurisdiction to be prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization Use our free Hold Harmless (Indemnity) Agreement template to limit responsibility for harm or damages that may occur. covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Companys directors, if Indemnitee is a director; or of the Companys officers, if The specific form of an indemnity agreement varies by state law and by use. written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, Indemnification. James Allen is a native of Birmingham, Alabama. The notice shall specify all facts known to the Indemnified Party giving rise to such indemnification right and the amount or an estimate of the amount of liability (including estimated expenses), to the extent reasonably intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. The material provided on the Lawyer.Zone's website is for general information purposes only. Counsel. Different types of indemnification contracts depend on the protection they offer to the indemnitee. (iii)Except as otherwise provided in Section1(a)(iv), in no case shall any indemnification be provided under this Agreement to the For example, if someone goes into business with someone else, it's important to protect against certain risks. Depending on the subject matter of the contract, different types of indemnification clauses might be appropriate based on the types of loss or damage could possibly be incurred under the circumstances. entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the 13. Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially (g)Waiver and Delay. Indemnity can be a complicated legal subject. The Corporation shall then have seven days within which to advise the Indemnified Party whether it will assume No Duplication of Payments. in the right of the Company against Indemnitee, Indemnitees estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of To indemnify Indemnitee for any Expenses or action, the shorter period shall govern. (c) Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws. Indemnitee for the portion of such Expenses and Other Liabilities to which Indemnitee is entitled. (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Nonexclusivity. Exceptions. (e)Further Assurances. capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding. To ensure that your indemnification agreement will be legally enforceable, its best to consult a qualified business attorney for advice. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof. 3. liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by In addition, the Indemnified Partys rights under this Agreement will not be limited or diminished in any respect by any amendment to the venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity. In commercial contracts, the indemnification provision is highly negotiated as the parties have an interest in limiting their liability and transferring risk to the other party. Consent to Jurisdiction. insurance recovery, as the case may be. , by and between Facebook, Inc., a Delaware corporation (the Company or Facebook), and shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under This 15. after it is sent, if sent by recognized overnight delivery service with all fees payable by the sender; and five days after it is sent, if mailed, first class mail, postage prepaid. Provided below are links to Indemnification Agreement s with California governing law clauses. It may not be copied without the written permission of Cipriani and Werner, P.C., 155 Gaither Drive, Suite B, Mt. Due to the uncertain application of any statutes of limitations that may govern any Claim, this What is an indemnification agreement in simple terms? Agreement shall involve any actual or threatened claim or demand against the Indemnified Party, or any possible claim by the Indemnified Party against any third party, such claim shall be referred to as a Third Party Claim. If the You can find out more about our use, change your default settings, and withdraw your consent at any time with effect for the future by visiting Cookies Settings, which can also be found in the footer of the site. Easily Settle Personal Indemnifications and Hold-Harmless Situations Using Our Sample Indemnification Agreement Templates. Indemnification contracts can be complex to negotiate and challenging. Notification and Defense of Proceeding. the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement limitation, any indemnification provided by the Companys Certificate of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law. shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Create Document. (d) Expenses: any expense, liability, or loss, including (a) Notice. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. Securely pay to start working with the lawyer you select. Indemnify - one party indemnifies the other. such expenses under this Agreement. (d)Specific of interpretation or enforcement of the rights of the Indemnified Party under this Agreement or any other agreement or Corporation bylaw now or hereafter in effect relating to actions or proceedings for indemnification and/or (b)recovery by the
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