Indemnification Agreement Sample Contracts

Office Properties Income Trust – OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT (March 1st, 2019)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

ProPetro Holding Corp. – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (“Agreement”) is made as of February 26, 2019 by and between ProPetro Holding Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

Western Midstream Partners, LP – WGRAH INDEMNIFICATION AGREEMENT (March 1st, 2019)

This WGRAH INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2019, by and between WGR Asset Holding Company LLC, a Delaware limited liability company (“Indemnitor”), and Western Gas Holdings, LLC, a Delaware limited liability company (“Indemnitee”).

Western Midstream Operating, LP – WGRAH INDEMNIFICATION AGREEMENT (March 1st, 2019)

This WGRAH INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2019, by and between WGR Asset Holding Company LLC, a Delaware limited liability company (“Indemnitor”), and Western Gas Holdings, LLC, a Delaware limited liability company (“Indemnitee”).

Jernigan Capital, Inc. – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of June 4, 2018, by and between JERNIGAN CAPITAL, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and Jonathan Perry (the “Indemnitee”).

Jernigan Capital, Inc. – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of December 6, 2018, by and among JERNIGAN CAPITAL, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and Rebecca Owen (the “Indemnitee”).

Lyft, Inc. – LYFT, INC. INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Lyft, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).

Merit Medical Systems Inc – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (the “Agreement”) is made as of December 14, 2018 by and between Merit Medical Systems, Inc., a Utah corporation (“Company”), and [ ], an individual (“Indemnitee”).

Jernigan Capital, Inc. – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of December 6, 2018, by and among JERNIGAN CAPITAL, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and Randall L. Churchey (the “Indemnitee”).

ProPetro Holding Corp. – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (“Agreement”) is made as of February 11, 2019 by and between ProPetro Holding Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

FGL Holdings – INDEMNIFICATION AGREEMENT (March 1st, 2019)

This Indemnification Agreement (this “Agreement”), dated as of ____________________ is made by and between FGL Holdings, a Cayman Islands exempted company, (the “Company”), and _____________________ (“Indemnitee”).

Globalstar, Inc. – INDEMNIFICATION AGREEMENT (February 28th, 2019)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____________, 20____ between Globalstar Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

Independent Bank Corp – INDEMNIFICATION AGREEMENT (February 28th, 2019)

This Indemnification Agreement (the “Agreement”) is made and effective as November 15, 2018 (the “Effective Date”) between Independent Bank Corp. (the “Company”) and (“Director”).

Clovis Oncology, Inc. – CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENT (February 28th, 2019)

This Indemnification Agreement (this “Agreement”) is dated as of September 9, 2016, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Paul E. Gross (“Indemnitee”).

Itron Inc /Wa/ – INDEMNIFICATION AGREEMENTS Robert M. Burks, Jr. Michel C. Cadieux Thomas L. Deitrich Deloris R. Duquette Robert H.A. Farrow Thomas S. Glanville Sarah E. Hlavinka Joan S. Hooper Frank M. Jaehnert Jerome J. Lande Timothy M. Leyden Charles E. McAtee Philip C. Mezey Sharelynn F. Moore Daniel S. Pelino Simon W. Pontin Carl W. Porter Gary E. Pruitt Diana D. Tremblay (February 28th, 2019)
Clearway Energy, Inc. – INDEMNIFICATION AGREEMENT dated as of _____, ____ (as supplemented, waived or amended from time to time, this “Agreement”), between Clearway Energy, Inc., a Delaware corporation (the “Company”), and ___________________, a natural person (“Indemnitee”). (February 28th, 2019)

WHEREAS, the Board of Directors of the Company (the “Board”) is aware that the Company needs to attract and retain qualified persons as directors and officers of the Company, in accordance with the best interests of the Company’s stockholders, and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

Innophos Holdings, Inc. – INDEMNIFICATION AGREEMENT (February 27th, 2019)

This Indemnification Agreement ("Agreement") is made as of ________ __, ____ by and between Innophos Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned individual ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Hospitality Properties Trust – HOSPITALITY PROPERTIES TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT (February 27th, 2019)

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”).

Peabody Energy Corp – INDEMNIFICATION AGREEMENT (February 27th, 2019)

This Indemnification Agreement, dated as of [ ], is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Corporation”) and [ ] (the “Indemnitee”).

Integra Lifesciences Holdings Corp – INDEMNIFICATION AGREEMENT (February 26th, 2019)

This Indemnification Agreement (“Agreement”) is made as of _____________ by and between Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Pioneer Natural Resources Co – INDEMNIFICATION AGREEMENT (February 26th, 2019)

This Agreement (“Agreement”) is made and entered into as of the 1st day of January, 2019, by and between Pioneer Natural Resources Company, a Delaware corporation (the “Company”), and Neal H. Shah (“Indemnitee”).

General Electric Co – INDEMNIFICATION AGREEMENT (February 26th, 2019)

This Indemnification Agreement (this “Agreement”) is entered into as of [________], 2019 (the “Effective Date”) by and between General Electric Company, a New York corporation (the “Company”), and [____________] (the “Indemnitee”).

Frank's International N.V. – INDEMNIFICATION AGREEMENT (February 25th, 2019)

This Indemnification Agreement (this “Agreement”) dated the 15th day of January, 2019, by and between Frank’s International N.V., a public limited liability company organized and existing under the laws of The Netherlands (the “Company”), and Melanie M. Trent, an individual (“Indemnitee”).

Up Fintech Holding LTD – INDEMNIFICATION AGREEMENT (February 22nd, 2019)

This Indemnification Agreement (the “Agreement”) is entered into as of _________________,  2018 by and between UP Fintech Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).

Cutera Inc – INDEMNIFICATION AGREEMENT (February 21st, 2019)

This Indemnification Agreement (“Agreement”) is made as of _______________, by and between Cutera, Inc., a Delaware corporation (the “Corporation”), and _______________ (“Indemnitee”).

Baxter International Inc – INDEMNIFICATION AGREEMENT (February 21st, 2019)

This agreement is made and entered into on ___________________, by and between Baxter International Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”) and effective as of _________________ (the “Effective Date”).

Essex Portfolio Lp – INDEMNIFICATION AGREEMENT (February 21st, 2019)

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 20____, by and between Essex Property Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

Healthcare Trust of America Holdings, LP – INDEMNIFICATION AGREEMENT (February 19th, 2019)

THIS INDEMNIFICATION AGREEMENT is made and entered into as of this 14th day of March 2018 (“Agreement”), by and between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Vicki U. Booth (“Indemnitee”).

Healthcare Trust of America Holdings, LP – INDEMNIFICATION AGREEMENT (February 19th, 2019)

THIS INDEMNIFICATION AGREEMENT is made and entered into as of this 14th day of March 2018 (“Agreement”), by and between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Roberta B. Bowman (“Indemnitee”).

Healthcare Trust of America Holdings, LP – INDEMNIFICATION AGREEMENT (February 19th, 2019)

THIS INDEMNIFICATION AGREEMENT is made and entered into as of this 28th day of April 2016 (“Agreement”), by and between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Daniel S. Henson (“Indemnitee”).

Enbridge Inc – INDEMNIFICATION AGREEMENT (February 15th, 2019)

ENBRIDGE INC., a corporation continued under the Canada Business Corporations Act, with offices in the City of Calgary, Province of Alberta

Federal National Mortgage Association Fannie Mae – INDEMNIFICATION AGREEMENT (“Agreement”) between FEDERAL NATIONAL MORTGAGE ASSOCIATION (“Fannie Mae”), and ________ (“Indemnitee”) (February 14th, 2019)

WHEREAS, the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of Fannie Mae’s stockholders and Fannie Mae should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of Fannie Mae; and

Alight Inc. / DE – INDEMNIFICATION AGREEMENT (February 14th, 2019)

This Indemnification Agreement is effective as of [    ], 2019 (this “Agreement”) and is between Alight Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

Levi Strauss & Co – INDEMNIFICATION AGREEMENT (February 13th, 2019)

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of                                         , by and between LEVI STRAUSS & CO., a Delaware corporation (the “Company”), and                                          (“Indemnitee”). [This Agreement amends and restates in its entirety that certain Indemnification Agreement dated as of                                         , by and between the Company and Indemnitee.]

Petroquest Energy Inc – INDEMNIFICATION AGREEMENT (February 11th, 2019)

This Indemnification Agreement (this “Agreement”), dated the 8th day of February, 2019, is by and between PetroQuest Energy, Inc., a Delaware corporation (the “Corporation”), and [_______________], an individual (“Indemnitee”).