Director and Officer Indemnification Agreement (Long Form)
A comprehensive Director and Officer Indemnification Agreement that gives an individual director or officer contractual indemnity and advancement that bylaws alone do not guarantee, with the full set of protective provisions a significant deal deserves.
Covers termination, transfer, dispute resolution, and the other back-half provisions that short forms skip. The complete protective provision set for a transaction where the downside justifies negotiating every term.
Frequently asked questions
The fee covers the finished document, filing-ready or send-ready as applicable, the supporting exhibits or attachments described in the scope, and a short cover memorandum explaining the choices made. It is fixed at this scope: one officer or director. 2 rounds of revisions are included. If your matter falls outside that scope we tell you before starting and quote the difference — we do not bill past a flat fee without agreeing it first.
1 to 2 weeks from a complete set of instructions, plus time for the 2 rounds of revisions included in the fee. If you are working to a court deadline or a closing date, tell us when you order and we will confirm in writing whether we can meet it before you commit.
$2,600 is $325/hour × 8 hours — the time this deliverable takes in an ordinary governance matter, at the firm's standard rate. Because it is a flat fee, the risk of the work running long sits with the firm: you pay $2,600 whether it takes us the estimate or twice it.
Third-party costs are never inside a flat fee and are passed through at cost, never marked up: court and agency filing fees, court reporter and transcript charges, expert witness fees, search vendor and e-discovery hosting charges, process server fees, and travel.
The business terms you have agreed so far, the counterparty and which side of the deal you are on, any existing draft, term sheet, or prior agreement, and your risk tolerance on the provisions that matter most to you. Send what you have — if something is missing we will tell you what else we need before the turnaround clock starts.
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