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Director and Officer Indemnification Agreement review

Standalone DGCL § 145 indemnification agreement between a corporation and one director or officer, reviewed for the advancement, determination, and survival terms a director's counsel negotiates.

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What it checks

Indemnification to the fullest extent permitted by law

Warning · GOV-139

Mandatory indemnification on success on the merits

Warning · GOV-140

Advancement of expenses before final disposition

Critical · GOV-141

Undertaking to repay, unsecured and without regard to ability to pay

Warning · GOV-142

Derivative-proceeding limit and the court's saving determination

Warning · GOV-143

Determination of entitlement and who makes it

Warning · GOV-144

Presumption of entitlement and burden of proof

Warning · GOV-145

Non-exclusivity and directors' and officers' liability insurance

Warning · GOV-146

Survival after service ends and against later amendment

Warning · GOV-147

Notice, defense, and settlement-consent procedure

Warning · GOV-148

Every run also applies 104 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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  2. Drop your PDF or DOCX. The document type is detected and only the checks that belong to it run, inside your browser tab.
  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,825 checks across 268 document types.
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