ContractIndemnification Agreement • December 15th, 2021 • Delaware
Contract Type FiledDecember 15th, 2021 JurisdictionThis sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
ContractIndemnification Agreement • July 26th, 2020 • Delaware
Contract Type FiledJuly 26th, 2020 JurisdictionThis sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
MODEL INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2020 • Delaware
Contract Type FiledJuly 24th, 2020 JurisdictionThis 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). Some venture capital funds will request that the fund, and not just their director representative, be covered by the indemnification agreement. Often that takes the form of indemnification rights covering liability arising by virtue of "corporate status" (where the investor is acting as an agent of the corporation). See Fasciana v. Electronic Data Systems, No. 19753 (Del. Ch. Feb. 27, 2003). To the extent a venture capital fund seeks indemnification for the fund itself, we have provided bracketed language in Section 1(d) for the draftsperson to consider. The working group has not taken a position as to whether investor indemnification is "market."
MODEL INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2020 • Delaware
Contract Type FiledJuly 24th, 2020 JurisdictionThis 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). Some venture capital funds will request that the fund, and not just their director representative, be covered by the indemnification agreement. Often that takes the form of indemnification rights covering liability arising by virtue of "corporate status" (where the investor is acting as an agent of the corporation). See Fasciana v. Electronic Data Systems, No. 19753 (Del. Ch. Feb. 27, 2003). To the extent an venture capital fund seeks indemnification for the fund itself, we have provided bracketed language in Section 1(d) for the draftsperson to consider. The working group has not taken a position as to whether investor indemnification is "market."
MODEL INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis 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). Some investors request that they also be covered by the indemnification agreement. Since the indemnification rights provided by this agreement cover liability arising by virtue of "corporate status", this agreement would only work to indemnify investors in a case where the investor is acting as an agent of the corporation. See Fasciana v. Electronic Data Systems, No. 19753 (Del. Ch. Feb. 27, 2003). To the extent investors seek indemnification for actions other than those taken in an agency capacity, the circumstances and indemnity provided would be more appropriately covered in the Stock Purchase Agreement.
ContractIndemnification Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis sample document is the work product of a coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample presents an array of (often mutually exclusive) options with respect to particular deal provisions.
ContractIndemnification Agreement • April 30th, 2020 • Delaware
Contract Type FiledApril 30th, 2020 JurisdictionThis sample document is the work product of a coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample presents an array of (often mutually exclusive) options with respect to particular deal provisions.