Indemnification Clause
(Pro-employer)

Summary

This template indemnification clause may be used in an employment or other agreement between a company and an executive to provide contractual indemnification rights to the executive. This template, which is drafted with terms more favorable to the employer, contains practical guidance and drafting notes. Executive employment agreements sometimes explicitly establish the executive's right to be indemnified by the company for claims against the executive arising out of his or her employment. Frequently, such provisions merely cross-reference to the company's indemnification policies in the its bylaws or other governing agreements. In other cases, however, particularly where the executive negotiates for enhanced indemnification protection, the agreement itself will have specific provisions as in this template. Such provisions generally address several key aspects of the indemnification right, including the scope of covered claims (and any exceptions), the duration of the indemnification rights, the executive's obligations to maintain the right to indemnification, reimbursement timing and procedures, the company's right to assume defense of the claim, and others, For a full listing of key content covering executive employee agreement considerations, see Executive Employment Agreement Resource Kit. For more executive-friendly language, see Indemnification Clause (Pro-executive). For additional practical guidance regarding executive employment agreements, see the Executive Employment Agreement Resource Kit.