40.4.12: Indemnification Agreement (Compact Form)

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Abstract

This 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).