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INDEMNITY AGREEMENT

Indemnification Agreement

INDEMNITY AGREEMENT | Document Parties: TESCO CORPORATION You are currently viewing:
This Indemnification Agreement involves

TESCO CORPORATION

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Title: INDEMNITY AGREEMENT
Date: 4/6/2009
Industry: Oil Well Services and Equipment     Sector: Energy

INDEMNITY AGREEMENT, Parties: tesco corporation
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INDEMNITY AGREEMENT

THIS AGREEMENT is made effective as of March 31, 2009, by and between TESCO CORPORATION, a corporation incorporated under the Alberta Business Corporations Act (the "Indemnitor" ), and _____________, a Director of the Indemnitor (the "Indemnitee" ).

WHEREAS the Indemnitor wishes to induce the Indemnitee to serve or continue to serve as a Director of the Indemnitor; and

WHEREAS the Indemnitee is willing, under certain circumstances, to serve as a Director of the Indemnitor; and

WHEREAS the Indemnitee has indicated that he does not regard the indemnities available under the By-Laws of the Indemnitor as adequate to protect him against the risks associated with his acting as a Director of the Indemnitor; and

WHEREAS Section 124 of the Alberta Business Corporations Act, under which law the Indemnitor is incorporated (the "Act" ) empowers corporations to indemnify a person serving as a Director of the Indemnitor;

NOW THEREFORE in consideration of his service as a Director of the Indemnitor, the Indemnitor hereby agrees to indemnify the Indemnitee as follows:

  1. Indemnity
    1. To the full extent permitted by law, the Indemnitor shall indemnify the Indemnitee, his heirs and his legal representatives from and against any Expenses (as hereinafter defined) reasonably incurred by the Indemnitee or which the Indemnitee becomes legally obligated to pay in connection with any Proceeding (hereinafter defined) by reason of the fact that Indemnitee is or was a Director of the Indemnitor; by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee; or by reason of any action taken by him or of any inaction on his part while acting as such Director whether or not related to a Proceeding.
    2. In the event that the approval of a court is required to effect any indemnification granted hereunder, the Indemnitor agrees to use its best efforts to obtain the court's approval to such indemnification. Notwithstanding the foregoing, the Indemnitee may apply to the court for an order approving any indemnity by the Indemnitor of the Indemnitee pursuant to this Agreement.
    3. The Indemnitor further agrees that:
      1. it will maintain a comprehensive policy of insurance with respect to liability relating to its directors and officers and that the Indemnitor will use its reasonable best efforts to include the Indemnitee as an insured under such policy to the maximum extent reasonably possible;
      2. it will indemnify the Indemnitee promptly for any Expenses that the Indemnitee incurs pursuant to paragraph 1(a) hereof, notwithstanding that any such Expenses are or may be covered by any contract of insurance under which the Indemnitor or the Indemnitee is insured; and
      3. it will fully indemnify the Indemnitee for any Expenses that the Indemnitee incurs pursuant to paragraph 1(a) hereof, notwithstanding any deductible amounts or policy limits contained in any contract of insurance under which the Indemnitor or the Indemnitee is insured.
  2. Proceeding Defined

As used in this Agreement, the term "Proceeding" shall include, without limitation,

    1. any threatened, pending or completed claim; and
    2. any civil, criminal or administrative action, suit or proceeding;

in any case to which the Indemnitee may be or may have been involved, as a party or otherwise (including any actions, proceedings, investigations, inquiries or hearings in which the Indemnitee is compelled by authorities or requested by the Indemnitor to participate, whether or not charges have been laid against the Indemnitee or the Indemnitor).

  1. Expenses Defined

            As used in this Agreement, the term "Expenses" shall include, without limitation, costs, charges, expenses, including all legal fees as between a solicitor and his client and other professional fees and out-of-pocket expenses for attending discoveries, trials, hearings and meetings to prepare for Proceedings; and including any amounts paid to settle a Proceeding or satisfy a judgment or any fines or penalties levied, any costs, charges and expenses of establishing a right to indemnification hereunder and any income taxes incurred by the Indemnitee as a result of receiving indemnity payments hereunder.

  1. Presumptions and Knowledge
    1. For purposes of any determination hereunder the Indemnitee will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and in the best interests of the Indemnitor. The Indemnitor will have the burden of establishing the absence of good faith.
    2. The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Indemnitor or any other entity will not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.
    3. The Indemnitor will have the burden of establishing that any Expense it wishes to challenge is not reasonable.
  2. Investigation by Indemnitor.

The Indemnitor may conduct any investigation it considers appropriate of any Proceeding of which it receives notice under section 13, and will pay all costs of that investigation. The Indemnitee will, acting reasonably, co-operate fully with the investigation provided that the Indemnitee will not be required to provide assistance that would materially prejudice his or her defence. The Indemnitee will be compensated by the Indemnitor at the rate of US$2,000 per day (or partial day) plus reasonable out-of-pocket Expenses actually incurred provided that the Indemnitee will not be entitled to the per diem if he/she is employed as an officer of the Indemnitor when co-operation is sought.

  1. Payment for Expenses of a Witness.

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of the fact that the Indemnitee is or was a director of the Indemnitor or of another entity at the Indemnitor's request, a witness or participant other than as a named party in a Proceeding, the Indemnitor will pay to the Indemnitee all out-of-pocket Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection therewith. The Indemnitee will also be compensated by the Indemnitor at the rate of US$2,000 per day (or partial day) provided that the Indemnitee will not be entitled to the per diem if he/she is employed as an officer of the Indemnitor when co-operation is sought.

  1. Enforcement

            If a claim or request under this Agreement is not paid by the Indemnitor, or on its behalf, within thirty days after a written claim or request has been received by the Indemnitor, the Indemnitee may at any time thereafter bring suit against the Indemnitor to recover the unpaid amount of the claim or request and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of prosecuting such suit. The


 
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