Indemnification Agreement

 

The "Human Shield" for Founders & Directors.

Download the 2026 Indemnification Agreement.

NVCA-Based. Includes "Fund Indemnitor" Priority & Officer Exculpation.

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Your Corporate Charter is not enough protection.
Many founders think, "I incorporated in Delaware, so I'm safe." Wrong. While Delaware law allows companies to protect their directors, it doesn't force them to pay legal bills immediately.

If you are sued for a "Breach of Fiduciary Duty," legal fees can hit $50,000 in the first month. Without a standalone Indemnification Agreement, you might have to pay those bills from your personal savings and fight the company to get reimbursed years later.

The Legal Attorney Indemnification Agreement fixes this. It creates a mandatory, contractual obligation for the Company to "Advance Expenses" (pay your lawyers directly) the moment a claim is filed.

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Why this is the "2026 Edition":

1. The "Fund Indemnitor" Priority (VC Requirement)
   If you raise money from a VC, they will refuse to join your Board without this specific clause.

   • The Issue: If a VC gets sued, who pays? The Startup or the VC Fund?

   • The Fix: Section 8 of our agreement explicitly states that the Startup pays first. This protects the VC Fund's assets and is the industry standard for Series Seed/A deals.

2. Officer Exculpation Alignment
   New Delaware laws (Section 102(b)(7)) allow companies to protect Officers (CEOs, CTOs) from liability, not just Directors. Our agreement is updated to mirror these new protections, ensuring Founders get the same shield as their Investors.

3. "Fees on Fees" Protection
   What if the Company refuses to indemnify you, and you have to sue them to enforce this contract?

   • The Fix: Our agreement includes a "Fees on Fees" clause. If you have to sue the Company to get your indemnification, the Company has to pay for that lawsuit too.

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What You Get Inside the Kit:

I. The Master Indemnification Agreement (Word)
A comprehensive, personal protection contract.

1. Mandatory Advancement: Forces the company to pay legal bills within 10 days of receipt.

2. Tail Coverage Mandate: Requires the company to buy 6 years of insurance coverage if the company is acquired, so you don't get sued after the exit.

II. The Founder’s Implementation Guide (PDF)

1. Who Signs: Guidance on issuing this to Directors vs. Officers.

2. Insurance Strategy: How this document interacts with your D&O Liability Policy.

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Protect Your Personal Assets.

Today's Price: $99 | Save over 30% off the $145 retail price.
(One-time payment. Instant Download. Fully Editable.)

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Frequently Asked Questions

1. Do I need this if I have D&O Insurance?
   YES. Insurance policies have limits, deductibles, and exclusions (like "Insured vs. Insured" exclusions). This Agreement fills the gaps. If the Insurance company refuses to pay, this Agreement forces the Company to pay.

2. Can I give this to my Advisors?
   Typically, no. This is reserved for Directors (Board Members) and Officers (C-Level Execs). Advisors usually get limited indemnification inside their Advisor Agreement, but not this "Heavy" version.

3. Is this the NVCA form?
   It is heavily based on the NVCA (National Venture Capital Association) model, which is what 95% of VCs expect. We have streamlined it to remove the "bracketed optional text" confusion, providing you with the "Founder-Friendly" defaults pre-selected.

4. What is "Tail Coverage"?
   It is insurance that covers you for things that happened in the past. If you sell your company in 2026, a shareholder could sue you in 2028 for a decision you made in 2025. Tail coverage protects you for 6 years after the sale. This agreement mandates that the company buys it.