"Directors and officers of a corporation may be exposed to personal liability if they breach certain duties that they owe to the corporation, its shareholders or third parties, and otherwise may be exposed to claims in the ordinary course of business. To attract and retain competent and dedicated directors and officers, it is common for boards of directors to obligate their corporation to provide directors and officers the right to compel the corporation to advance legal costs for their defense. Along with this right usually goes the right to compel the corporation to indemnify them for any amounts they must pay to settle such claims or satisfy adverse judgments and to forgive the amount they have been advanced for legal costs. In addition it is commonplace, particularly for public companies, to obtain insurance against some or all of these liabilities."

-from the Preliminary Comments to the Annotated Model D&O Indemnification Agreement

This product provides guidance to counsel developing a D&O indemnification agreement and includes a .zip file containing a PDF of the model agreement with annotations, and a Word file of the model agreement without annotations.

From the Director and Officer Liability Committee of the Business Law Section.