DIRECTOR & OFFICER INDEMNIFICATION AGREEMENT

1. PARTIES

Corporation: [CORPORATION NAME]
Indemnitee: [NAME/TITLE]
Effective Date: [MM/DD/YYYY]

2. PURPOSE

This Agreement provides for indemnification and advancement of expenses to the fullest extent permitted by applicable law and the Corporation’s governing documents.

3. INDEMNIFICATION

Corporation shall indemnify Indemnitee against expenses, judgments, fines, and settlements arising from any proceeding by reason of Indemnitee’s service to the Corporation, to the fullest extent permitted by law.

4. ADVANCEMENT OF EXPENSES

Corporation shall advance expenses upon receipt of an undertaking by Indemnitee to repay advances if it is ultimately determined that Indemnitee is not entitled to indemnification.

5. PROCEDURE

Indemnitee shall provide prompt written notice of any claim. The Corporation shall determine entitlement to indemnification in accordance with [STATE LAW] procedures.

6. EXCLUSIONS

No indemnification for:
☐ Acts not in good faith
☐ Personal profit not legally entitled
☐ Willful misconduct or knowing violation of law

7. INSURANCE

Corporation shall maintain D&O insurance as determined by the Board, if available on reasonable terms.

8. CONTINUATION

This Agreement continues after Indemnitee ceases to serve and inures to Indemnitee’s heirs and legal representatives.

9. GOVERNING LAW; VENUE

Governing Law: [STATE].
Venue: [COURT/LOCATION].

10. SIGNATURES

Corporation: [NAME/TITLE]
Signature: ______________________________
Date: [MM/DD/YYYY]

Indemnitee: [NAME]
Signature: ______________________________
Date: [MM/DD/YYYY]