The "Indemnification of Employee" clause ensures that an employer agrees to protect and compensate the employee for any legal liabilities or costs arising from actions taken in the course of their employment. This clause typically covers legal fees, settlements, and damages, provided the employee acted within the scope of their employment and not due to personal misconduct.
Indemnification of Employee. The Company shall indemnify and hold Employee harmless as provided in Sections 18.1, 18.2 and 18.3 of this Agreement. The Company shall, upon the request of Employee, assume the defense and directly bear all of the expense of any action or proceedings which may arise for which Employee is entitled to indemnification pursuant to this Section.
Indemnification of Employee for Actions by Third Parties. The Company hereby agrees to indemnify and hold Employee harmless from any liability, claims, fines, damages, losses, expenses, judgments or settlements actually incurred by him, including but not limited to reasonable attorneys' fees and costs actually incurred by him as they are incurred, as a result of Employee being made at any time a party to, or being threatened to be made a party to, any proceeding (other than an action by or in the right of the Company, which is addressed in Section 18.2 of this Agreement), relating to actions Employee takes within the scope of his employment as the President, Chief Executive Officer and Corporate Secretary of the Company or in any other employment capacity, or in his role as a director of the Company, provided that Employee acted in good faith and in a manner he reasonably believed to be in the best interest of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification of Employee for Actions in the Right of the Company. The Company hereby agrees to indemnify and hold Employee harmless from any liability, claims, damages, losses, expenses, judgments or settlements actually incurred by him, including but not limited to reasonable attorneys' fees and costs actually incurred by him as they are incurred, as a result of Employee being made a party to, or being threatened to be made a party to, any proceeding by or in the right of the Company to procure a judgment in its favor by reason of any action taken by Employee as an officer, director or agent of the Company, provided that Employee acted in good faith in a manner he reasonably believed to be in the best interests of the Company and its shareholders, and provided further, that no indemnification by the Company shall be required pursuant to this Section 18.2 (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that Employee believed to be contrary to the best interests of the Company or its shareholders or that involve the absence of good faith on the part of Employee, (iii) for any transaction from which Employee derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard by Employee of his duties to the Company or its shareholders in circumstances in which Employee was aware, or should have been aware, in the ordinary course of performing his duties, of a risk of serious injury to the Company or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of Employee's duties to the Company or its shareholders, or (vi) for any other act by Employee for which Employee is not permitted to be indemnified under the Nevada General Corporations Law and, if applicable, the California Corporations Code.
Indemnification of Employee and Agents. The Board of Directors in its discretion shall have the power on behalf of the Corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding-by reason of the fact that such person or such person’s testator or intestate, is or was an employee or agent of the Corporation.
15. Indemnification of Employee by Company. Company hereby agrees to indemnify and hold harmless Employee and the Company Releasees of, from, and against any and all Claims, threats, and demands and all attorneys’ and experts’ fees arising out of or in connection with (a) any negligent, tortious, intentional, malicious, wanton, or reckless act or omission of Employee prior to or on the date hereof; (b) any breach of or default by Employee under any agreement, covenant, promise, representation, or warranty made by Employee in this Agreement; and (c) any breach of any fiduciary duty owed by Employee to Company and/or any one or more Company Releasees, prior to or on the date hereof.
Indemnification of Employee: The Employee for the betterment of the Company has executed several credit agreements, banking agreements and guarantees. The company shall indemnify the Employee from any and all legal and monetary obligations of these agreements. Upon termination for any cause the company will pay off any debt balances tied these agreements or provide employee written confirmation of Employees release from the parties related to these agreements.
Indemnification of Employee. The Company shall, to the maximum extent permitted by law, indemnify and hold Employee harmless for any acts or decisions made in good faith while performing services for the Company. To the same extent, the Company will pay, and subject to any legal limitations, advance all expenses, including reasonable attorneys’ fees and costs of court-approved settlements, actually and necessarily incurred by Employee in connection with the defense of any action, suit or proceeding and in connection with any appeal, which has been brought against Employee by reason of his service as an officer or agent of the Company.
Indemnification. Upon written request from Employee, Employer shall indemnify Employee, to the fullest extent under applicable law, for all judgments, fines, settlements, losses, costs or expenses (including attorney’s fees), arising out of Employee’s activities as an agent, employee, officer or director of Employer, or in any other capacity on behalf of or at the request of Employer. Such agreement by Employer shall not be deemed to impair any other obligation of Employer respecting indemnification of Employee otherwise arising out of this or any other agreement or promise of Employer or under any statute.
Indemnification. Promptly upon written request from Employee, Employer shall indemnify Employee, to the fullest extent under applicable law, for all judgments, fines, settlements, losses, costs or expenses (including attorney’s fees), arising out of Employee’s activities as an agent, employee, officer or director of Employer, or in any other capacity on behalf of or at the request of Employer. Such agreement by Employer shall not be deemed to impair any other obligation of Employer respecting indemnification of Employee otherwise arising out of this or any other agreement or promise of Employer or under any statute.
Continued Indemnification. The Company shall continue to observe and abide by the terms of the Indemnification Agreement. The Company’s indemnification obligations include, without limitation, continued representation, defense and indemnification of Employee in the civil action entitled “Kim v. Allakos Inc., et al.,” currently pending in the U.S. District Court for the Northern District of California, Case No. 3:20-cv-01720. In the event of any conflict between any of the terms herein and the terms in the Indemnification Agreement, the terms of the Indemnification Agreement will be controlling.
Indemnification of Employee. Employer shall indemnify Employee and hold her harmless for lawful acts or decisions made by her in good faith while performing her duties for Employer, its parent, subsidiaries, and affiliates to the full extent allowed by law.
Indemnification of Employee. Indemnification. In the event that (a) the Employee was or is a party or is threatened to be made a party to any Proceeding (as defined below) by reason of the Employee’s Corporate Status (as defined below) or (b) the Employee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Employee’s Corporate Status, the Employee shall be indemnified by the Company against all Expenses (as defined below) and Liabilities (as defined below) incurred or paid by the Employee in connection with such Proceeding (referred to herein as “Indemnifiable Amounts”). For purposes hereof, the terms (i) “Proceeding” means any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, (ii) “Corporate Status” means the status of the Employee as an employee and/or director of the Company, as applicable, (iii) “Expenses” means all fees, costs and expenses incurred in connection with any Proceeding, including, without limitation, reasonable attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses and (iv) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, and fines.
Indemnification of employee refers to a contractual agreement in which an employer promises to protect their employees against financial losses or legal liabilities they might encounter when performing their job duties. This typically includes legal fees, settlements, or damages resulting from lawsuits related to acts performed in the employee’s professional capacity.
Indemnification should be used when employees are likely to face risks or liabilities during their course of work that could result in legal action against them. It is especially pertinent in roles involving decision-making, client interaction, financial transactions, or compliance with regulatory requirements. Employers often include indemnification to attract and retain employees who might otherwise be deterred by the potential for legal exposure.
Writing an indemnification clause should be clear and precise, detailing the scope of protection offered. Here is a basic template:
Indemnification
The Employer agrees to indemnify and hold the Employee harmless against any and all claims, liabilities, damages, losses, or costs, including legal fees, arising out of any act or omission occurring within the scope of the Employee’s duties, provided that such conduct does not involve intentional misconduct or gross negligence.
It’s important to specify the conditions under which indemnification will apply and any exclusions, such as misconduct or personal liability unrelated to employment duties.
Indemnification clauses are commonly found in the following types of contracts:
Including an indemnification clause provides peace of mind to employees and can be a key component in risk management strategies for businesses.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The indemnifying party clause outlines the obligations of one party to compensate or reimburse the other party for certain costs or damages incurred. This clause ensures that the indemnifying party takes financial responsibility for any specified liabilities, such as legal claims or losses, arising during the execution of the contract.
The independent consideration clause refers to the nominal payment or action that is separately identified and provided by one party to another in exchange for specific contractual promises, ensuring the agreement is enforceable under contract law. This element is crucial because it demonstrates that a contract offer has been made and accepted with mutual obligations, adding to the validity and binding nature of the agreement.
An independent contractor relationship clause defines the working relationship between parties, specifying that the contractor operates autonomously and is not an employee of the hiring party. This clause clarifies that the contractor is responsible for their own taxes, insurance, and adherence to laws, and it delineates the absence of benefits typically associated with employment.
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