| name | director-indemnification |
| title | Director Indemnification Agreement |
| description | Drafts indemnification agreements between corporations and directors covering expense advancement, indemnification determinations, D&O insurance coordination, and successor obligations. Use when drafting director indemnification agreements, expense advancement provisions, or D&O indemnity contracts. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/director-indemnification |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting","transactional"] |
Director Indemnification Agreement
Drafts a binding indemnification agreement providing maximum permissible protection to a corporate director, including expense advancement, indemnification procedures, and D&O insurance coordination.
Prerequisites
- Corporate documents — certificate of incorporation, bylaws, prior indemnification agreements, board resolutions
- D&O insurance — current coverage terms, limits, carriers
- Party information — corporation legal name (matching articles), state of incorporation, director name and title(s)
- Scope — subsidiary/JV/benefit-plan service, appointment date, retroactive coverage needs
Gather Before Drafting
| Item | Why |
|---|
| Corporation legal name + entity type | Must match articles exactly |
| State of incorporation | Governs permissible indemnification scope |
| Director name + all titles | Coverage across all capacities |
| Related-entity service | Subsidiary/JV/benefit-plan board seats |
| Effective date | May predate agreement for retroactive coverage |
| Board authorization | Required for enforceability |
| Existing indemnification provisions | Consistency with bylaws/articles |
Document Structure
INDEMNIFICATION AGREEMENT
Parties / Effective Date
RECITALS
- Governing docs authorize indemnification
- Directors face personal liability exposure
- Contractual assurance needed to attract/retain directors
- Director relies on agreement to serve
- Board determined agreement serves corporate purpose
ARTICLE I — DEFINITIONS
ARTICLE II — INDEMNIFICATION
ARTICLE III — ADVANCEMENT OF EXPENSES
ARTICLE IV — DETERMINATION PROCEDURES
ARTICLE V — NOTICE AND DEFENSE
ARTICLE VI — NON-EXCLUSIVITY AND VESTED RIGHTS
ARTICLE VII — D&O INSURANCE
ARTICLE VIII — CONTRIBUTION
ARTICLE IX — GENERAL PROVISIONS
SIGNATURES
Key Definitions
| Term | Scope |
|---|
| Expenses | Attorneys' fees, court costs, transcripts, expert/witness fees, travel, duplicating, postage — plus judgments, fines, penalties, ERISA excise taxes, settlement amounts |
| Proceeding | Any threatened/pending/completed action, suit, arbitration, ADR, investigation, inquiry, admin hearing — derivative, third-party, civil, criminal, administrative, investigative; includes informal regulatory inquiries |
