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Advisory Board Indemnification Agreement Generator for the USA

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Key Requirements PROMPT example:

Advisory Board Indemnification Agreement

"I need an Advisory Board Indemnification Agreement for my biotech startup that will protect our new medical advisory board members, particularly focusing on FDA compliance matters and clinical trial oversight, with coverage starting March 2025."

Document background
The Advisory Board Indemnification Agreement is essential when companies seek to attract and retain qualified individuals to serve on their advisory boards. Given the increasing complexity of business operations and regulatory requirements in the United States, advisors face potential personal liability for their guidance and decisions. This agreement provides necessary protection by clearly defining the scope of indemnification, procedures for claiming protection, and the company's obligations regarding legal defense and expense advancement. The document is particularly crucial for companies in regulated industries or those dealing with sensitive matters where advisory input could lead to future claims or litigation. An Advisory Board Indemnification Agreement helps companies demonstrate their commitment to protecting their advisors while ensuring appropriate risk allocation between the parties.
Suggested Sections

1. Parties: Identification of the company and advisory board member

2. Background: Context of appointment and need for indemnification

3. Definitions: Key terms including 'Indemnified Person', 'Claims', 'Losses', 'Proceedings'

4. Scope of Indemnification: Extent of company's indemnification obligations and limitations

5. Advancement of Expenses: Terms for advancing legal fees and other expenses

6. Notification Requirements: Process and timing for notifying company of claims

7. Term and Survival: Duration of indemnification obligations and survival after termination

8. Governing Law: Specification of applicable state law and jurisdiction

Optional Sections

1. Parties: Identification of the company and advisory board member

2. Background: Context of appointment and need for indemnification

3. Definitions: Key terms including 'Indemnified Person', 'Claims', 'Losses', 'Proceedings'

4. Scope of Indemnification: Extent of company's indemnification obligations and limitations

5. Advancement of Expenses: Terms for advancing legal fees and other expenses

6. Notification Requirements: Process and timing for notifying company of claims

7. Term and Survival: Duration of indemnification obligations and survival after termination

8. Governing Law: Specification of applicable state law and jurisdiction

Suggested Schedules

1. Form of Undertaking: Standard form for requesting advancement of expenses

2. Insurance Coverage Summary: Overview of D&O insurance coverage terms and limits

3. Claims Procedures: Detailed procedures for submitting and handling indemnification claims

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Exchange Act 1934: Federal law governing securities trading and public company requirements, relevant if the company is publicly traded. Contains provisions affecting director and officer liability.

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards for public companies, including provisions affecting director and officer responsibilities and liabilities.

Securities Act 1933: Federal law regulating securities offerings and related disclosures, which may impact advisory board member liability in certain circumstances.

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate formation, operation, and indemnification rights of directors and advisors.

Business Judgment Rule: Legal principle protecting directors and officers from liability for good faith business decisions made with reasonable care and in the company's best interests.

Fiduciary Duty Principles: Legal obligations requiring advisory board members to act in the best interests of the company, including duties of care, loyalty, and good faith.

D&O Insurance Regulations: State and federal regulations governing Directors and Officers liability insurance coverage and requirements.

Indemnification Scope: Legal framework defining the extent and limitations of indemnification coverage, including advancement of expenses and exclusions.

Internal Revenue Code: Federal tax provisions affecting the tax treatment of indemnification payments and related insurance premiums.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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