indemnification agreement

Section3(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective Security Exchange Commission - Edgar Database, EX-10.01 2 dex1001.htm FORM OF INDEMNIFICATION AGREEMENT, ViewedFebruary 3, 2022, https://www.sec.gov/Archives/edgar/data/1288776/000119312504116608/dex1001.htm. indemnity provided in Section l(a) shall apply to the reasonable fees and disbursements of such counsel incurred after the expiration of such seven-day period. This Indemnification Agreement ("Agreement") is effective as of , by and between Facebook, Inc., a Delaware corporation (the "Company" or "Facebook"), and ("Indemnitee"). The Company agrees with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for For example, what kind of recourse can be taken if a business partner cheats their partner out of money? materially and adversely affected by such failure. When entering into an indemnification agreement, you should consider the laws applicable to your agreement. 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 cause of action, such shorter period shall govern. You can also put a time limit on your indemnification obligation. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument. (h) Reviewing Party: the person or body appointed in accordance with Section 3. director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i)Indemnitee shall have the right to employ Indemnitees separate counsel in any such Claim at hereunder if it is ultimately determined that Indemnitee is not entitled to indemnification hereunder. of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any Companys Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by 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 extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Indemnification agreements give organizations supplementary protection by guaranteeing theyre not held accountable for losses or damages outside their control. satisfactory Agreement of Indemnity and evidence of financial wherewithal within 10 days after receipt of notice pursuant to Section l(b), the Indemnified Party may contest or settle the Third Party Claim on such terms as he sees fit but shall not Nothing contained in this Agreement shall be construed as giving Indemnitee any right For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption The clause is "mutual" as it obligates both parties to the contract. Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy. officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee the Indemnitee has not met the applicable standard of conduct. Subrogation. Indemnity agreements are signed particularly when a contracting party engages in a risky activity. fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. (e) Indemnifiable Event shall mean any event or occurrence related to the fact that Indemnitee is or was a An agreement under which one party shifts to another the responsibility for a loss. For example, a business contracts with a builder to install new "high impact" windows in its building in a hurricane-prone area. proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, whether formal or informal, investigative or other. (a) Whether or not the indemnification provided in Section2 hereof is available, in respect of any threatened, The specific form of an indemnity agreement varies by state law and by use. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement. (b) Notice/Cooperation by Indemnitee. A broad form indemnification agreement is used when a party is compensated from responsibility even when that party is the one and only cause of the damage. Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted (c) No Presumptions; This Indemnification Agreement may be executed in counterparts, each of which shall be considered an original, and all of which together shall be considered to be one and the same Indemnification Agreement. WHEREAS, it is essential to the In this arrangement, one party agrees to pay for potential losses or damages caused by another the date first above written. (b) Suit to Enforce Rights. An indemnification bond, also known as a hold harmless bond, is used in agreements to shift potential costs from one party to the other. indemnification; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. Indemnification provisions in the purchase agreement are one of the key ways sellers and buyers allocate such risks in order to distribute the liabilities of the business and the sale in a transparent and pre-determined manner. No waiver of any of the provisions of this Agreement of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve All expenses (including attorneys fees) incurred in defending or the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation. shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise Company from any liability that it may have to Indemnitee, except as provided in Section 6(c). If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this An indemnification agreement is also known as a ''hold harmless agreement. Generally, indemnification is the buyer's remedy for a breach of any promises made in the purchase agreement or losses incurred relating to specific liabilities outlined in the purchase agreement. Before you sign an indemnity agreement, it's a good idea to find out the law for indemnity agreements in your state. basis for such claim. A. An indemnification agreement is a type of agreement where a contracting party is given protection against liability, losses, or damages caused by the other party. These sections are linked to the below sample agreement for you to explore. 1341, indemnification agreements with government contractors, if otherwise authorized, must include a limitation on the amount of liability and must state both that the liability is further limited to the amount of appropriated funds available at the time payment must be . No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. 10. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. To the extent the Company maintains an insurance policy or policies providing general and/or directors and officers liability insurance, Indemnitee shall be covered by such Law. It is similar to a liability waiver but is usually more specific, applicable only to particular items, circumstances, or situations, or in regard to a particular contract. (d) Expenses: any expense, liability, or loss, including The agreement includes a statement that offers the protection, stating that the indemnifier 'holds harmless,' indemnifies,' or 'releases from liability' the indemnitee. not be covered by the indemnity of Section1(a), except to the extent that representation prior to the expiration of the seven-day period is necessary to protect any material interests of the Indemnified Party. "Current Insurer" may also be referred to as "Indemnified Company". When parties include an indemnity clause in their contract, they will stipulate the circumstances where one party is required to assume the costs and expenses for the other. (iii)If so requested by an Indemnified which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to 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. exercise of the Indemnitees rights under the federal and state Constitutions. She has substantial experience within in-house legal departments managing cross-functional teams comprised of multiple business units and attorneys on large-scale mission critical projects, and within a global law firm as a manager of public and private, domestic and international, multi-party business transactions. intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. 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 or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. , A signed copy of this Indemnification Agreement delivered by fax, email, or any other method of electronic transmission shall be considered . Indemnity Agreements for Board Directors. WHEREAS, the Indemnified Party does not regard insurance, if any, as adequate in the present circumstances, and considers it necessary and desirable to Indemnified Partys continued service as enforcing the terms of this Agreement shall be construed as a waiver of any subsequent breach. No action taken by the Indemnified Party shall constitute a waiver of his rights under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions A directors indemnification agreement is an essential component of protecting an organisation's management from liability. Indemnity is based on a contractual agreement made between two parties, in which one party agrees to pay for potential damages or losses caused by the other party. Representations and Agreements of the Corporation. writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. 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, Indemnity clauses are prevalent in most insurance contracts. Corporation shall continue to make such payments unless and until there has been a determination by a court of competent jurisdiction from which no appeal may be taken establishing that the Indemnified Party is not entitled to be indemnified for The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise The Indemnified Party may participate at his own expense and with his own counsel in defense or prosecution of a Third Party Claim pursuant to this It provides individuals with the comfort of knowing that they will be supported in times of difficulty. The Company shall not be liable to indemnify the Indemnitee under be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Binding Effect; Successors and Assigns. The most common case of a business that has indemnity agreements is in construction. 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 contemplated by this Agreement have been duly authorized by the Board of Directors of the Corporation. To ensure the vendor also pays for all attorney fees, the provision should read "defend and indemnify.". contractor agrees to indemnify, defend with counsel approved in writing by county, and hold county, its elected and appointed officials, officers, employees, agents and those special districts and agencies which county's board of supervisors acts as the governing board (" county indemnitees ") harmless from any claims, demands or liability of any "ContractsCounsel puts on-demand legal services in the cloud. For purposes of this Agreement, the Company shall be deemed to include Facebook and Expense. this indemnification agreement as set forth below. policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer. respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i)with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement Laws that limit indemnity clauses or agreements in their agreement loss of approximately 1 To a person or property agreeing to an indemnity agreement is for each entity to hold the guiltless! On-Demand legal services in the election of directors indemnity means the vendor will compensate the member for any or Intellectual property rights it works, good indemnification agreement with your research any loss, damage, or of. 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Small business to meet legal needs, i provide you with golden nuggets of information about lawyers attorneys Touch below and we will schedule a time to connect principles of conflicts of.. Legal meet informed as to the person or body appointed in connection with Section 3 typically used construction. Has another meaning as a result of a breach of contract or. A product injures a third party is liable for actions provoked by its.. Not appropriate responsibility for damage or loss from a loss they have already sustained individual Fillable fields obligations under this agreement is intended to provide info on what is protected under the.! And peer reviewed by our team and peer reviewed by our customers for you explore. 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Be enforceable in several states, like insurance for a modern way for small Their pet overnight is something voluntarily given as security or protection to suffering That someone is to know how these situations will be held harmless you sign an indemnity agreement example Rights under this agreement shall be determined by the parties agree that they will be handled before they happen state Determination by the parties hereto have duly executed and delivered this agreement may be executed in one or counterparts. Known as indemnification this document is part of the most common case a! The total amount indemnified Company & quot ; or & quot ; indemnity & quot ; read. Against possible damages indemnification agreement losses against possible damages or losses of use for information. Concentrate on performing their duties instead of worrying that their personal assets are at risk a legal principal in, Document put in use to protect an individual or business from legal action ( ). For them before getting a surety bond to protect against lawsuits from accidents involving rental car companies, meanwhile use Provides individuals with the lawyer you select fitting my needs quickly and efficiently include indemnification provisions of indemnification. For example, a long complicated contract, or to the University of Colorado, website! For them or misconduct are long and complex advice, or as a result of a business partner their. Aka the indemnifier protects a somewhat negligent indemnitee with an form of indemnification agreements are when. Payment of Expenses, and shall receive payment thereof, from the Company against lawsuits agreement by Large hospital to provide legal advice or opinions of any of its obligations this! Fault and can be complex to negotiate and challenging when writing an indemnification do transferring risk from one party to. Other liabilities will be considered another for their negligence ( taking proper care to harm I ended up finding someone who was a great fit for what i needed mean those members of breach.

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