---
title: "Prepare an officer and director indemnification and insurance agreement within the statutory limits"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-an-officers-indemnity-and-insurance-deed-within-the-statutory-li/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-2-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare an officer and director indemnification and insurance agreement within the statutory limits

> From the instructions and § 145, prepare a first-pass indemnification and insurance agreement.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-an-officers-indemnity-and-insurance-deed-within-the-statutory-li/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the instructions and § 145, prepare a first-pass indemnification and insurance agreement. For a proceeding that is not by or in the right of the corporation, keep the § 145(a) conditions: good faith, a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, in a criminal proceeding, no reasonable cause to believe the conduct was unlawful. For a proceeding by or in the right of the corporation, limit indemnification to expenses, and carve out a claim on which the person has been adjudged liable to the corporation unless a court determines otherwise under § 145(b). Do not treat the draft as ready to sign. |
| What the lawyer must review | The lawyer checks every operative clause against § 145(a), (b) and (c), rewrites anything past those limits, and approves the agreement before it is executed. Section 145(g) gives the corporation power to buy insurance against a liability whether or not the corporation would have power to indemnify that liability. Mandatory indemnification for success on the merits is § 145(c), and for acts or omissions after 31 December 2020 the officer definition in that subsection is narrowed. |
| Written for | United States |
| Applies to | [Prepare an officers' indemnity and insurance deed within the statutory limits](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-an-officers-indemnity-and-insurance-deed-within-the-statutory-li.md) |

## Checking plan

- What the AI does: From the instructions and § 145, prepare a first-pass indemnification and insurance agreement. For a proceeding that is not by or in the right of the corporation, keep the § 145(a) conditions: good faith, a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, in a criminal proceeding, no reasonable cause to believe the conduct was unlawful. For a proceeding by or in the right of the corporation, limit indemnification to expenses, and carve out a claim on which the person has been adjudged liable to the corporation unless a court determines otherwise under § 145(b). Do not treat the draft as ready to sign.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 145(g) allows insurance even where the corporation could not indemnify. Do not copy a prohibition on insuring a wilful breach into a Delaware agreement unless the policy or the certificate imposes it.
- The certificate may limit director liability under § 102(b)(7). That clause was not the text used for this agreement. Read it before the agreement is signed.

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 145 Indemnification and insurance](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*