Director Indemnity Agreement


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									This is an agreement between a corporation and a member of its board of directors
regarding indemnification of the director. The agreement sets forth what actions are
covered under this indemnity agreement and what actions will not be indemnified by the
corporation. It also establishes a maximum amount of indemnity payable by the
corporation. This document contains numerous standard provisions and may be
customized to address the specific needs of the parties. This agreement should be
used in situations where a corporation indemnifies one of its directors.
                            INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (the “Agreement”), is made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Corporation], ___________ [Instruction: Insert Address] (the “Corporation”) and
___________ [Instruction: Insert Name of Director], ___________ [Instruction:
Insert Address] ( “Director”).

WHEREAS, Director is currently serving as a member of the board of directors of the
Corporation (the “Board”) and the Corporation desires for Director to continue in such

WHEREAS, in order to induce Director to continue to serve as a member of the Board
and in consideration for his continued service, the Corporation hereby agrees to
indemnify Director as follows:

1. The Corporation will pay, on behalf of Director (and Director’s executors,
administrators or assigns), any amount which Director is or becomes legally obligated to
pay because of any claim(s) made against Director as a result of any act or omission or
neglect or breach of duty, including any actual or alleged error or misstatement or
misleading statement, which Director commits or suffers while acting in Director’s
capacity as a member of the Board of the Corporation. The payments, which the
Corporation will be obligated to make hereunder, shall include, inter alia, damages,
judgments, settlements and costs, cost of investigation and defense of legal actions,
claims or proceedings and appeals therefrom, and costs of attachment or similar bonds.
In the event that the Corporation becomes required to make payment under this
Agreement, the Corporation shall be subrogated to the extent of such payment to all of
the rights of recovery of Director, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution of such
documents necessary to enable the Corporation effectively to bring suit to enforce such

2. As a condition precedent to Director’s right to be indemnified hereunder, Director
shall give the Corporation notice in writing as soon as practicable of any claim made
against him for which indemnity will or could be sought under this Agreement. Notice to
the Corporation shall be directed to the address first indicated above, or such other
address as to the Corporation shall designate in writing to Director. Director shall
cooperate and provide the Corporation with as much information as may be reasonably
required to understand the scope of the claim(s).

3. Notwithstanding the foregoing, the Corporation shall not be liable, pursuant to this
Agreement, to make any payment in connection with any claim made against Director
based upon or attributable to:

   A. Director’s acts in Director’s capacity as an individual, and not in Director’s
capacity as a member of the Board of Corporation;
    B. Director’s gain of any personal profit or advantage to which he was not legally

    C. An accounting of profits made from the purchase or sale by Director of securities
of the Corporation;

    D. A judgment or other final adjudication adverse to Director that establishes that
Director committed (i) acts of active and deliberate dishonesty; or (ii) with actual
dishonest purpose and intent, which acts were material to the cause of action so
adjudicated; or

    E. Any matter for which payment is actually made to Director under a valid and
collectible insurance policy, except in respect of any excess beyond the amount of
payment under such insurance.

4. The maximum aggregate amount of indemnity payable by the Corporation hereunder
to Director shall be ___________ Dollars ($____) [Instruction: Insert Amount]. No
costs, charges or expenses for which indemnity shall be sought hereunder shall be
incurred without the Corporation's consent, which consent shall not be unreasonably

5. Nothing herein shall be deemed to diminish or otherwise restrict Director's right to
indemnification under any provision of the Certificate of Incorporation, the Bylaws of the
Corporation, or pursuant to any applicable law.

6. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly
performed therein, with jurisdiction exclusive to the federal and state courts located in the
County of _____________ [Instruction: Insert County], State of ______________
[Instruction: Insert State].

7. This Agreement shall be binding upon all successors and assigns of the Corporation
(including any transferee of all or substantially all of its assets and any successor by
merger or operation of law) and shall inure to the benefit of the heirs, personal
representatives and estate of Director.

8. In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be
and remain in full force and effect.

9. This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof. Any
modification to this Agreement must be in writing and signed by the parties or it shall
have no effect and shall be void.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title:                                                                  Director

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