Sample indemnification clause for nonprofit

BYLAWS INDEMNIFICATION PROVISIONS. Subject to the exceptions and limitations contained in this Section 9. Indemnification and Advancement of Expenses. The event might lead to special risk or exposure that justifies special attention.

The extent of the risk might be unknown, and not even be capped by an exclusion of liability in the contract.

What is indemnification party? The Organization agrees to indemnify, defend and hold harmless the board members, its officers, directors and employees , from and against all liability, loss , cost or expense (including attorney’s fees ) by reason of liability imposed upon the Organization, arising out of or related to organization’s activities, whether caused by or contributed to by the members or any other party indemnified. Can you see any real benefit to replacing a simple indemnification clause in a nonprofit ’s bylaws with two pages of legalese that looks like it was copied from a statute book?

It seems WAY over the top to me. There won’t be any board members who read it OR understand it (in my view). Some of the most common reasons to use.

The organization makes a financial commitment to rely on its own resources to pay a board member’s legal costs in case he is called as a defendant in a lawsuit relating to his role as a board member.

That terms is a bit confusing, not to mention difficult to spell. Dictionary says to indemnify means to To make compensation to for damage. So in that sense, I want non- indemnification from Client. When an indemnification clause is inserted into a contract, it is meant to transfer risk between the contracted parties. In most cases, these clauses are used to make sure that a potential loss will be compensated.

If you are the party covered by this clause , it means that the other contractual party is promising to compensate you if their actions cause you to suffer a loss. The indemnity clause makes me whole by allowing me to collect $1mm from you as the manufacturer of the widget. You have to reimburse, or indemnify me, for the cost I had to pay to a third party.

This Risk Note addresses the indemnification clause while another risk note addresses insurance clauses and sample wordings. Even if an organization has all the right pieces in place, there are some specific instances where individuals could be found liable. In this context, there are several types: 1. Broad form indemnity agreements (this is also commonly refererred to as the “no-fault” agreements), is always common among construction contracts wherein any instances of damages or injuries will be placed on to the sub-contractors. Step 5: Insert the Termination or Dispute Clause.

Complete your indemnity agreement with the dispute and termination clause. An indemnification clause would kick in, for example, were an advertiser to submit an ad that contained an unauthorized celebrity endorsement. Get sample software indemnity clauses essential in software contracts.

Software indemnity broadly refers to legal protection provided through contractual means that allows one party to insure or protect the other party against loss. SAMPLE CONTRACT CLAUSE Consultant agrees, to the extent permitted by law, to indemnify and hold harmless but shall have no obligation to defend the Client and its officers, directors and employees (collectively “Client”) from and against liability for damages to the extent actually caused by the negligent acts, errors or omissions of Consultant and its subconsultants, or anyone for whom the Consultant is legally liable, in the performance of professional services under this Agreement. The first line of protection for directors and officers is corporate indemnification.

Corporate indemnification is an agreement between an organisation and its executives, whereby the organisation agrees to protect or ‘indemnify’ each individual from personal liabilities arising from the performance of their managerial duties. Use SellMyForms to earn on your documents. Put any file on sale online and get payments with no efforts.

These sample indemnification provisions are available for your ministry to share with your attorney as a starting point for consideration. INSURANCE COVERAGE AND INDEMNIFICATION OF MINISTRY LEADERS, EMPLOYEES AND VOLUNTEERS. How should indemnification be conveyed: If an individual is sued in connection with his or her ministry work, the bylaws should give the organization’s governing board the right to decide when and if such individual will be indemnified for out-of-pocket costs associated with the lawsuit. This protects the ministry from being required to cover costs associated with wrongful or criminal acts. An indemnification agreement in this context is a contract between individual director or officer and the company the director or officer serves.

These agreements promise to (1) advance legal fees, and (2) pay loss ( indemnification ) on behalf of an individual should he or she be named in a lawsuit in his or her capacity as a director or officer of the company. Push back when reasonable on clauses for limitation on liability and indemnification 3. Minimize cost overruns by narrowing attrition and cancellation clauses 4. This agreement shall be unlimited as to amount or duration, and it shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal agents and representatives.