Indemnification Clause

Dec 4, 2014

by Bob Thompson

Sample Language

 

Sample Language #1:  Indemnification and Defense.

To the extent it may be permitted to do so by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the District does hereby agree to defend, hold harmless, and indemnify the Superintendent from any and all demands, claims, suits, actions, judgments, expenses and attorneys’ fees incurred in any legal proceedings brought against the Superintendent in the Superintendent’s individual or official capacity as an employee and as Superintendent of the District, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees, arose or does arise in the future from an act of omission of the Superintendent as an employee of the District, acting within the course and scope of the Superintendent’s employment with the District; excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees for those claims or any causes of action where it is determined that the Superintendent committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith, with conscious indifference or reckless disregard; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the District or by the Superintendent.  The selection of the Superintendent’s legal counsel shall be with the mutual agreement of the Superintendent and the District if such legal counsel is not also the District’s legal counsel.  A legal defense may be provided through insurance coverage, in which case the Superintendent’s right to agree to legal counsel provided for him shall depend on the terms of the applicable insurance contract.  To the extent this Section 3.16 of this Contract exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified to the extent necessary to not exceed such authority and limitations. The provisions of this Section 3.16 shall survive the termination of this Contract.

 

Sample Language #2:  Indemnification/Legal Defense.

To the extent permitted by applicable law, the District agrees to indemnify, defend, and hold harmless the Superintendent from and against any and all demands, claims, suits, actions, judgments, expenses and attorneys’ fees incurred in any legal proceedings and any administrative proceedings brought against the Superintendent in her individual or official capacity as employee of the District arising from or related to any act or omission of the Superintendent within the course and scope of her employment with the District (each, a “Claim”); excluding however any Claim (i) in which it is determined that the Superintendent committed official misconduct, willful or wrongful act or omission, or an act or omission constituting gross negligence, or bad faith, or (ii) to the extent recoverable or payable under an insurance contact held either by the District or by the Superintendent.  The Superintendent’s legal counsel shall be selected by mutual agreement of the Superintendent and the District.  A legal defense may be provided through insurance coverage, in which case the Superintendent’s right to agree to legal counsel provided for her will depend on the terms of the applicable insurance contract. (Eanes ISD)

 

Sample Language #3:  Indemnification and Defense.

The District shall indemnify, defend, and hold the Superintendent harmless regarding any claims, demands, suits, actions or other legal proceedings against the Superintendent for any act or failure to act involving the exercise of judgment and discretion within the normal course and scope of his duties as Superintendent of the District, to the extent and to the limits permitted by law or public policy.  The District may, at its sole discretion, fulfill its obligations under this paragraph by purchasing appropriate insurance coverage for the benefit of the Superintendent.  No individual member of the Board shall be personally liable for indemnifying or defending the Superintendent under this paragraph.  The District’s obligation to indemnify, defend and hold the Superintendent harmless under this paragraph survives the termination of this Contract. (Austin ISD)

 

Sample Language #4:  Indemnification.

The District shall defend, hold harmless and indemnify the Superintendent regarding any claims, demands, duties, actions or other legal proceeding against the Superintendent for any act or failure to act involving the exercise of judgment and discretion within the normal course and scope of the Superintendent’s duties as Superintendent of the District, to the extent and to the limit permitted by law.  This paragraph does not apply if the Superintendent is found to have acted with gross negligence or with intent to violate a person’s clearly established legal rights, or to have engaged in criminal conduct.  The District may, at its sole discretion, fulfill its obligation under this paragraph by purchasing appropriate insurance coverage for the benefit of the Superintendent.  No individual member of the Board shall be personally liable for indemnifying or defending the Superintendent under this paragraph.  The District’s obligation to indemnify, defend and hold the Superintendent harmless under this paragraph survives the termination of this Contract.  (Dripping Springs ISD)

 

Sample Language #5:  Indemnification.

To the extent it may be permitted to do by the applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the District does hereby agree to defend, hold harmless, and indemnify Superintendent from any and all demands, claims, suits, actions, judgments, expenses and attorneys’ fees incurred in any legal proceedings brought against Superintendent in the Superintendent’s individual or official capacity as an employee and as Superintendent of the District, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments expenses and attorneys’ fees, arose or does arise in the future from an act or omission of Superintendent as an employee of the District, acting within the course and scope of Superintendent/s employment with the District; excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees for those claims or any causes of action where it is determined that  Superintendent committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the District or by Superintendent.  The selection of Superintendent’s legal counsel shall be with the mutual agreement of Superintendent and the District if such legal counsel is not also District’s legal counsel.  A legal defense may be provided through insurance coverage, in which case Superintendent’s right to agree to legal counsel provided for him will depend on the terms of the applicable insurance contract. To the extent this Section 21 exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified accordingly.  The provisions of this Section 21 shall survive the termination of this Contract.  Nothing herein shall obligate the District to provide legal defense or indemnification for any claim, demand, legal proceeding, or action between the Superintendent and the District or its Board.  (Pflugerville ISD)

 

Sample Language # 6:  Professional Liability:

  1. The District shall indemnify, defend, and hold the Superintendent harmless regarding any claims, demands, duties, actions or other legal proceedings against the Superintendent, or damages incurred by the Superintendent, including court costs and attorney’s fees, in his individual or official capacity for any act or failure to act involving the exercise of judgment and discretion within the normal course and scope of his duties as Superintendent of the District, to the extent and to the limits permitted by law.  This paragraph does not apply if the Superintendent is found to have materially breached this contract, to have acted with gross negligence or with the intent to violate a person’s clearly established legal rights, or to have engaged in official misconduct or criminal conduct, nor does it apply to criminal investigations or proceedings.  The District may, at its discretion, fulfill its obligation under this paragraph by purchasing appropriate insurance coverage for the benefit of the Superintendent or by including the Superintendent as a covered party under any contract providing errors and omissions insurance cover age purchased for the protection of the Board and the professional employees of the District.  The Board may retain attorneys to represent the Superintendent in any proceeding for which he could seek indemnification under this paragraph, to the extent that damages are recoverable or a defense is provided, under any such contract of insurance.  No individual member of the Board shall be personally liable for indemnifying and defending the Superintendent under this paragraph.  The District’s obligation under this paragraph shall continue after the termination of this Contract for qualifying acts or failures to act occurring during the term of this Contract or any extension thereof.
  2. The Board shall not be required to pay any costs of any legal proceedings in the event the Board and the Superintendent are adverse to each other in any such proceedings.
  3. The Superintendent shall fully cooperate with the District in the defense of any and all demands, claims, suits, actions, and legal proceedings brought against the District.  The Superintendent’s obligation under this paragraph shall continue after the termination of this Contract.  (Hays ISD)


Sample Language 7:  Professional Liability Insurance. 

The District does hereby agree to provide the Superintendent, at the District’s expense, professional liability insurance in the face amount of at least Two Million Dollars ($2,000,000.00) through an insurance company of his choice with an annual premium not to exceed $500.00.