What is this Indemnification Provision in my Contract?

Definition

Indemnification is the action of protecting (someone) by promising to pay for the cost of possible future damage, loss, or injury. In a contract setting, it is a provision where one party promises to pay the costs of potential future liabilities incurred by the other party as a result of some defined set of circumstances that might occur because of the contractual arrangement.

Examples

The most common example of an indemnification agreement is an insurance policy. In an insurance policy contract, […]

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The Griess Law Firm, LLC has moved!!

The Griess Law Firm, LLC is pleased to announce that it has moved locations. The new address is:

750 W Hampden Ave, Suite 520

Englewood, CO  80110

All of the firm’s other contact information remains the same.

After a fruitful office sharing relationship with Cooper Clough, PC, and then with Brown Kaplan Gold, LLC, in downtown Denver for the past 4 years, the firm has relocated to Englewood to share office space with Atkinson | Boyle, PLLC. In addition to […]

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Douglas Griess Pleased to Work with National Business Institute (NBI) to Present Parts of “Indemnification and LLCs” CLE on November 25, 2014.

Nationally recognized provider of continuing legal education courses, National Business Institute (NBI),  is providing a video webcast course on Indemnification and LLCs on November 25, 2014. NBI invited Douglas Griess to present on several of the topics, which he agreed to do.

Indemnification is an important issue for members, managers, and others within LLCs. In short, few want to take a job with an LLC unless the LLC will cover them for the liabilities they might incur doing their job […]

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Douglas Griess Receives Martindale-Hubbel’s AV® Preeminent Peer Review Rating

After a survey of peers, Martindale-Hubbel® awarded Douglas Griess its highest peer review rating of AV® Preeminent in the areas of Business Law, Litigation, and Construction Law. The rating can be found at Douglas Griess’s Profile Listing on Martindale.com.

Douglas received an average rating of 4.5 out of 5 from his peers in the areas of Legal Knowledge, Analytical Abilities, Judgment, Communication Ability, and Legal Experience. The peers included attorneys in various areas of practice and jurisdictions, as well as […]

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When is a Worker an Independent Contractor for Unemployment Insurance Purposes?

I’ve previously written about what constitutes an independent contractor versus an employee in April 2013 when I wrote: “Independent Contractors: Navigating the Legal and Regulatory Framework.” There, I highlighted some differences between IRS regulations, Workers Compensation, and Unemployment Insurance rules that are used in Colorado to determine whether a worker is an independent contractor or employee for whichever topic is at issue. In short, there are sort of two standards, and in either case, the question is fact-specific. In short, […]

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Top Seven “Optional” Provisions to Include In Your Articles of Incorporation: Number 7

The Articles should state basic information about the establishment and maintenance of the Board of Directors. Essential elements include how many directors there are to be, whether the number is determined by the Board, and whether there are minimums or maximums to the number. The shareholders can use the Articles as an opportunity to specify any special limitations, expectations, or guidelines under which the board is to operate such as focusing on certain public goods, social responsibility, industries, values, goals […]

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Top Seven “Optional” Provisions to Include In Your Articles of Incorporation: Number 6

In small businesses, decisions are often made without an official meeting of the shareholders or board of directors. An official meeting requires official and formal action by the board or shareholders to identify and certify the proper shareholders, to give proper notice, identifying the meeting purpose, giving time to the attendees, accepting and reviewing proxies, and so on. Seemingly little mistakes can result in the meeting being improper.

Under Colorado law, decisions can be made by shareholders without a meeting, […]

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Top Seven “Optional” Provisions to Include In Your Articles of Incorporation: Number 5

The Articles should specify the necessary number of shares for a quorum of shareholders, as well as the required vote for making various decisions. Generally, quorum will be a majority of the shareholder’s entitled to vote, and a decision will be made by a majority. While a quorum cannot be less than one-third of the shares entitled to vote, quorum and voting requirements can be increased by the Articles, or the Articles can give the Board of Directors the power […]

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Top Seven “Optional” Provisions to Include In Your Articles of Incorporation: Number 4

The Articles should address the scope of authority for indemnification of directors. Specifically, a director of a corporation can be sued for his or her actions as a director, and while some situation will require the corporation to indemnify the director, the statutes do not require indemnification in all situations. Instead, the statutes allow the corporation to indemnify directors in additional situations. Without such a provision, most good independent candidates for a board of director will refuse to take the […]

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Top Seven “Optional” Provisions to Include In Your Articles of Incorporation: Number 3

To the extent there are to be different types of stock (as in a C-Corporation), or there is to be nonvoting stock, the Articles need to specify the amount and type of stock, the rights of the stock, and the authority of the Board to issue the stock. This is a very complicated issue with many potential tax issues to be considered. Be sure to consult with an attorney and accountant as you look at variations on stock classes.

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