casemark/director-indemnification-agreement
skills/legal/director-indemnification-agreement/SKILL.md
Drafts U.S. director indemnification agreements maximizing protection under state corporate law, with advancement of expenses and determination procedures. Use when drafting or updating a director indemnification agreement, onboarding directors, strengthening governance beyond bylaws, or coordinating with D&O coverage. Triggers: indemnification agreement, director advancement, corporate governance, D&O, DGCL 145.
$ install --global
skillsauthnpx skillsauth add casemark/skills director-indemnification-agreementInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
Security Scan Results
3 of 9 scanners reported clean
Some scanners were skipped, did not run, or reported a non-clean status. Review each row below.
3
Scanners Passed
9
Scanners in report
Clean
TrivyContainer and dependency vulnerability scanner
95%
Clean
SemgrepStatic code analysis for vulnerabilities
95%
Clean
mcp-scan (Snyk)Model Context Protocol security validation
95%
Skipped
Snyk (dep)Open source security scanning
50%
Skipped
Socket.devSupply chain security analysis
50%
Skipped
VirusTotalMulti-engine malware detection
50%
Skipped
CrowdStrikeAdvanced threat intelligence
50%
Skipped
OSV-ScannerOpen Source Vulnerability database check
50%
Skipped
OWASP Dep-Check
50%
Last scanned: May 27, 2026, 3:54 AM221.2s1 file scanned
SKILL.md
- name:
- director-indemnification-agreement
- language:
- en
- description:
- >-
- coordinating with D&O coverage. Triggers:
- indemnification agreement,
Director Indemnification Agreement
Drafts an enforceable director indemnification agreement under the state of incorporation with clear advancement and determination procedures.
Quick Start
Gather before drafting:
- State of incorporation and governing statute
- Charter and bylaws (indemnification/advancement provisions)
- Board authorization status or resolutions
- Director name, titles, start date, covered capacities (subsidiaries, affiliates, benefit plans)
- D&O insurance policies and coordination preferences
- Prior indemnification agreements or house style template
Intake Checklist
- [ ] Governing law matches state of incorporation
- [ ] Coverage scope: director only, or also officer/employee roles
- [ ] Retroactive to prior service or prospective only
- [ ] Advancement timing (default: 30 days from request)
- [ ] Determination method order and deadlines
- [ ] Presumption in favor of indemnification: yes/no
- [ ] Fee shifting on enforcement actions: yes/no
- [ ] Insurance priority: company primary (default) or insurance primary
- [ ] Term and post-service survival period
Required Definitions
| Term | Notes | |---|---| | Proceeding | Threatened, pending, or completed civil, criminal, administrative, investigative, arbitration, or ADR matter | | Expenses | All fees, costs, disbursements: attorneys, experts, witnesses, travel, transcripts, settlements where permitted | | Indemnifiable Event | Made party or participant by reason of service to Company or at Company's request | | Independent Counsel | Disinterested counsel meeting independence criteria |
Agreement Structure
1. Definitions
2. Indemnification
3. Advancement of Expenses
4. Procedure for Advancement Requests
5. Procedure for Indemnification Determinations
6. Presumptions and Burdens
7. Enforcement; Fee Shifting
8. Notice of Proceedings; Defense and Settlement
9. Non-Exclusivity; Subrogation; Survival
10. Insurance
11. Contribution; Partial Indemnification
12. Term; Successors
13. Governing Law; Forum
14. Severability; Amendment; Notices; Counterparts
Core Clauses
| Section | Required Content | |---|---| | Recitals | Authority to indemnify to fullest extent permitted; director reliance to serve | | Indemnification Grant | Maximum extent permitted by law; statutory conduct standard; derivative action settlement limits if required | | Advancement | Prompt advancement on written request; fixed payment deadline; undertaking to repay after final non-appealable denial; not conditioned on initial conduct determination | | Determination | Ordered decision makers; Company pays independent counsel; deadline for decision; presumption favoring indemnification; deemed approval if no timely determination | | Enforcement | Judicial determination right; fee shifting on successful enforcement; Company bears clear-and-convincing burden when contesting | | Notice and Defense | Prompt written notice; no forfeiture absent material prejudice; Company may assume defense with director consent to counsel; separate counsel at Company expense for conflicts; settlement consent with unconditional-release carveout | | Non-Exclusivity/Survival | Additive to charter, bylaws, other agreements; survives for heirs/estates; no retroactive impairment | | Insurance | Company obligation primary, not conditioned on insurance; equal coverage with other directors; notice of material policy changes | | Contribution | Equitable contribution if indemnity unavailable; prioritize Expenses over judgments/settlements | | General | Governing law of incorporation state; forum selection; successors assume obligations; severability; written amendment only; counterparts and e-signatures |
Decision Defaults
| Issue | Default | Range | |---|---|---| | Advancement deadline | 30 days | 15-45 days | | Determination deadline | 60 days | 30-90 days | | Presumption | Director favored | No presumption (higher risk) | | Insurance priority | Company primary | Insurance primary (rare) |
Pitfalls
- Verify state statute terminology for conduct standards and limits; flag uncertain citations with
[VERIFY](e.g., DGCL 145[VERIFY]) - Never promise indemnification for acts prohibited by law, bad faith, or improper personal benefit
- Align with charter/bylaws — do not conflict with exculpation or indemnification limitations
- Keep advancement independent from ultimate entitlement determination
- Include explicit retroactivity rule if covering past service
- For public or regulated companies, add required board/committee approvals and securities law constraints
- Avoid cooperation clauses that undermine defense strategy or waive privilege
Related Skills
casemark/medical-records-gap-analysis
tools
VerifiedTrustedCommunity
Audits the complete in-scope medical-record universe in a litigation matter and produces an attorney-facing, Bates-cited analysis of treatment gaps, missing records or providers, baseline coverage, material billing or production mismatches, and complaint evolution. Use when asked to find missing medical records, analyze treatment gaps or first-care timing, identify absent providers, assess whether a production is complete, or prepare a records-request target list. Use medical-record-chronology instead when the primary request is a chronological clinical narrative.
40SKILL.mdUpdated Sep 3, 2026
casemark/private-placement-memo
development
VerifiedTrustedCommunity
Drafts a legally compliant Private Placement Memorandum for Regulation D offerings (Rule 506(b)/506(c)), covering full disclosure framework including risk factors, capitalization, securities terms, use of proceeds, and investor qualification requirements. Enforces SEC anti-fraud compliance under Section 10(b)/Rule 10b-5, blue sky law considerations, and accredited investor verification under Rule 501. Use this skill when drafting PPMs, offering memorandums, Reg D disclosure documents, or private offering circulars for issuers raising capital from sophisticated investors. Also trigger when the user mentions private placement disclosure, offering memorandum, Reg D fundraising, or accredited investor verification. Even if the user just says "PPM" or "draft our offering memo," use this skill.
40SKILL.mdUpdated Apr 17, 2026
casemark/privacy-law-updates
data-ai
VerifiedTrustedCommunity
Generates structured privacy and data protection law briefings across US, EU, UK, and other jurisdictions. Organizes by jurisdiction with compliance deadlines, enforcement actions, and legislative changes. Use when preparing privacy law briefings, compliance updates, regulatory change summaries, or data protection landscape reviews.
40SKILL.mdUpdated Apr 17, 2026
casemark/prior-art-summary
testing
VerifiedTrustedCommunity
Generates structured summaries of prior art references for patent prosecution, validity analysis, and freedom-to-operate assessments. Maps disclosures to claim elements with precise citations. Use when summarizing prior art, analyzing patent landscapes, mapping references to claims, or preparing office action responses.
40SKILL.mdUpdated Apr 17, 2026