Director & Officer Indemnification Agreement

# Director & Officer Indemnification Agreement This Director and Officer Indemnification Agreement (this "Agreement") is entered into as of ___________ (the "Effective Date") by and between: **___________**, a ___________ corporation (the "Company"), and **___________**, an individual residing at ___________ (the "Indemnitee"). The Indemnitee currently serves the Company as ___________, with the title of ___________. --- ## Recitals The Company recognizes that the risk of personal liability, regardless of the merits of a claim, creates a deterrent to attracting and retaining qualified directors and officers. The Company desires to provide the Indemnitee with contractual indemnification rights and advancement of expenses to supplement the protections available under the Company's Certificate of Incorporation, Bylaws, insurance policies, and applicable law. The Indemnitee is willing to serve, continue to serve, or to take on additional service for or on behalf of the Company on the condition that the Indemnitee is provided with the protections set forth in this Agreement. --- ## 1. Definitions **"Claim"** means any threatened, pending, or completed action, suit, proceeding, inquiry, or investigation, whether civil, criminal, administrative, or investigative (including any appeal therefrom), to which the Indemnitee is or may be a party or witness by reason of an Indemnifiable Event. **"Expenses"** means all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts and witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in a Claim. **"Indemnifiable Event"** means any event or occurrence related to the Indemnitee's service as a director, officer, employee, agent, or fiduciary of the Company or of any other entity (a "Company-Related Entity") at the Company's request, or arising out of Indemnitee's status in any such capacity. **"Indemnifiable Losses"** means any and all Expenses, judgments, fines, penalties (including any excise taxes assessed with respect to employee benefit plans), and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such amounts) of or in connection with any Claim. **"Independent Counsel"** means a law firm or a member of a law firm that is experienced in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent the Company or the Indemnitee in any matter material to either such party. **"Standard of Conduct"** means the standard required by the General Corporation Law of the State of ___________ as a condition to indemnification. --- ## 2. Agreement to Serve The Indemnitee agrees to serve and continue to serve as a ___________ of the Company for so long as the Indemnitee is duly elected or appointed or until the Indemnitee tenders a resignation or is removed, subject to the terms of this Agreement and the Company's governing documents.