director-indemnification-agreement

name	director-indemnification-agreement
title	Director Indemnification Agreement
description	Drafts U.S. director indemnification agreements maximizing protection under state corporate law, with advancement of expenses and determination procedures. Use when drafting or updating a director indemnification agreement, onboarding directors, strengthening governance beyond bylaws, or coordinating with D&O coverage. Triggers: indemnification agreement, director advancement, corporate governance, D&O, DGCL 145.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/director-indemnification-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Director Indemnification Agreement

Drafts an enforceable director indemnification agreement under the state of incorporation with clear advancement and determination procedures.

Quick Start

Gather before drafting:

1. State of incorporation and governing statute
2. Charter and bylaws (indemnification/advancement provisions)
3. Board authorization status or resolutions
4. Director name, titles, start date, covered capacities (subsidiaries, affiliates, benefit plans)
5. D&O insurance policies and coordination preferences
6. Prior indemnification agreements or house style template

Intake Checklist

• Governing law matches state of incorporation
• Coverage scope: director only, or also officer/employee roles
• Retroactive to prior service or prospective only
• Advancement timing (default: 30 days from request)
• Determination method order and deadlines
• Presumption in favor of indemnification: yes/no
• Fee shifting on enforcement actions: yes/no
• Insurance priority: company primary (default) or insurance primary
• Term and post-service survival period

Required Definitions

Term	Notes
Proceeding	Threatened, pending, or completed civil, criminal, administrative, investigative, arbitration, or ADR matter
Expenses	All fees, costs, disbursements: attorneys, experts, witnesses, travel, transcripts, settlements where permitted
Indemnifiable Event	Made party or participant by reason of service to Company or at Company's request
Independent Counsel	Disinterested counsel meeting independence criteria

Agreement Structure

1. Definitions
2. Indemnification
3. Advancement of Expenses
4. Procedure for Advancement Requests
5. Procedure for Indemnification Determinations
6. Presumptions and Burdens
7. Enforcement; Fee Shifting
8. Notice of Proceedings; Defense and Settlement
9. Non-Exclusivity; Subrogation; Survival
10. Insurance
11. Contribution; Partial Indemnification
12. Term; Successors
13. Governing Law; Forum
14. Severability; Amendment; Notices; Counterparts