[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-167721-105":53,"doc-detail-167721-en":127},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":120,"head_meta":122,"extra_data":124,"updated_unix":126},105,"en","model-indemnification-agreement-preliminary-notes","MODEL INDEMNIFICATION AGREEMENT - Preliminary Notes","","Model indemnification agreement text outlining how corporations may protect directors, officers, employees, and agents in connection with litigation. It explains the Delaware General Corporation Law framework, distinguishing third-party versus derivative actions and addressing expense advancement, insurance, survivorship, and exclusive venue. It further discusses the role of Section 102(b)(7) for limiting monetary director liability for fiduciary duty breaches, while reserving exceptions.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":36,"@type":70,"position":76},"https://docshare.wps.com/template/forms/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/model-indemnification-agreement-preliminary-notes/167721/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/model-indemnification-agreement-preliminary-notes/167721.png","ImageObject",442,249,{"name":88,"@type":89},"Rizky","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-10-03","2026-08-31",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",6,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"Who can be covered under the model indemnification agreement?","Question",{"text":109,"@type":110},"The agreement can be used for both officers and directors of the corporation, and may address situations involving director nominees for investor representation.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"How does Delaware law distinguish third-party and derivative actions for indemnification?",{"text":114,"@type":110},"Section 145 draws a distinction between third-party actions (not brought in the right of the corporation) and derivative actions (brought in the right of the corporation), with different indemnification permissions and limits for each category.",{"name":116,"@type":107,"acceptedAnswer":117},"What does Section 145(f) say about indemnification rights beyond the statute?",{"text":118,"@type":110},"Section 145(f) states that statutory rights and procedures are not exclusive, allowing indemnification by bylaws, agreements, or other arrangements; however, contractual rights beyond Section 145 may be unenforceable if they conflict with other statutes, court decisions, or public policy.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},167721,1790719546,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":141,"read_time":142},962085564807,"https://ap-avatar.wpscdn.com/davatar_6f874abed73319feea01a86fa6f0fab8","MODEL INDEMNIFICATION AGREEMENT\n\u0013 SEQ CHAPTER \\h \\r 1\u0015Preliminary Notes\nThis agreement can be used for both officers and directors of the corporation.  In some cases, a director will serve as a nominee of one or a group of investors (e.g., an individual venture capitalist serving as a nominee of a venture capital fund).  Because venture capital funds with director nominees may be named as parties or otherwise incur expenses in connection with litigation against their director nominees, some venture capital funds will request that the fund, and not just their director representative, be covered by the indemnification agreement.  To the extent a venture capital fund seeks indemnification for the fund itself, Section \u0013 REF _Ref_ContractCompanion_9kb9Ur013 \\w \\h \\t \\* MERGEFORMAT \u00141(d)\u0015 contains bracketed optional language for the draftsperson to consider.  The working group has not taken a position as to whether investor indemnification is “market.”\nSection 145 of the Delaware General Corporation Law (“Section 145”) is the statutory authority for indemnification of directors, officers, employees and agents of the corporation.  Section 145(a) permits (but does not require) indemnification of expenses (including attorneys’ fees) as well as judgments and amounts paid in settlement in third-party actions (i.e., actions not brought by or in the right of the corporation) if the applicable standard is met.  Section 145(b) permits (but does not require) indemnification of expenses (including attorney fees) but not judgments and amounts paid in settlement in derivative actions (i.e., actions brought by or in the right of the corporation) if the applicable standard is met.  Thus, Section 145 draws a basic distinction between third-party and derivative actions.  Section 145(c) requires indemnification of expenses (including attorney fees) if the indemnitee is successful on the merits or otherwise in a proceeding referred to in Section 145(a) or (b).  Section 145(d) sets forth requirements for determining whether indemnification is permitted under Section 145(a) or (b).  Section 145I permits advancement of expenses before final disposition of a proceeding subject to certain conditions.  Section 145(f) provides that the statutory rights and procedures regarding indemnification are not exclusive, thus permitting indemnification under bylaws, agreements and other circumstances beyond the limits specified in Section 145.  Section 145(g) allows a corporation to obtain directors’ and officers’ liability insurance (“D&O insurance”).  Sections 145(h) through (k) address various other aspects of indemnification, including provisions relating to survivorship of the obligations of the indemnifying corporation, survivorship of rights to indemnification upon ceasing to be a director, officer, employee or agent and the exclusive jurisdiction of the Delaware Court of Chancery over indemnification proceedings.\nSection 102(b)(7) of the Delaware General Corporation Law is the other relevant statutory authority relating to the protection of directors from monetary liability.  Section 102(b)(7) allows inclusion of a provision in the certificate of incorporation that eliminates or limits (i.e., caps) the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty.  The statute, however, prohibits limitations on director liability (i) for breach of a director’s duty of loyalty, (ii) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) for willful or negligent conduct in paying dividends or repurchasing stock out of other than lawfully available funds, or (iv) for any transaction from which a director derives an improper personal benefit.  In essence, Section 102(b)(7) allows a corporation to protect its directors from monetary liability for duty of care violations.\nAs noted above, Section 145(f) provides that statutory indemnification rights are ","cbCaijjuKhGblN4L","https://ap.wps.com/l/cbCaijjuKhGblN4L","docx",70578,29,"English","# Preliminary Notes\n## Indemnification framework under Delaware law\n## Relationship with certificate of incorporation and bylaws\n## Purpose and enforceability considerations","[{\"question\":\"Who can be covered under the model indemnification agreement?\",\"answer\":\"The agreement can be used for both officers and directors of the corporation, and may address situations involving director nominees for investor representation.\"},{\"question\":\"How does Delaware law distinguish third-party and derivative actions for indemnification?\",\"answer\":\"Section 145 draws a distinction between third-party actions (not brought in the right of the corporation) and derivative actions (brought in the right of the corporation), with different indemnification permissions and limits for each category.\"},{\"question\":\"What does Section 145(f) say about indemnification rights beyond the statute?\",\"answer\":\"Section 145(f) states that statutory rights and procedures are not exclusive, allowing indemnification by bylaws, agreements, or other arrangements; however, contractual rights beyond Section 145 may be unenforceable if they conflict with other statutes, court decisions, or public policy.\"}]","MODEL INDEMNIFICATION AGREEMENT - Preliminary Notes | DOCX",1788218357,10]