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Ellen
Ellen, Attorney
Category: Business Law
Satisfied Customers: 36714
Experience:  25 years of experience helping people like you.
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Greetings, seeking legal text requested by a potential board

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Greetings, seeking legal text requested by a potential board member for anti litigation or law suit (Sarbanes Oxley?) to be stated in his contract or legal invitation to join our board. Hope this makes sense.
Hello,

Is the company publically traded?
Customer: replied 8 years ago.
We are not publcially traded. We are currently privately held with a goal to sell IPO or private sale within 3 years.
Hello,

SOX does not apply to privately held companies. He appears to be interested in a hold harmless agreement where he is held harmless from liability resulting the corporate actions. If my understanding is correct, let me know if you want me to find language to this effect?
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Customer: replied 8 years ago.
Yes please provide language to hold him harmless for liability. Thanks
Hello,

http://www.amcinstitute.org/select/contract.cfm

See paragraph entitled "indemnification".

Let me know if you need anything else.
Customer: replied 8 years ago.
quote "Indemnification:
The ASSOCIATION shall indemnify and hold harmless the AMC, its officers, directors, employees and agents for and against all liabilities related to any and all claims and causes of action by third parties, including but not limited to judgments, verdicts, settlements, fines, court costs, and reasonable attorneys' fees, resulting from any act or omission of the ASSOCIATION, its officers, directors, members, or agents, or any act or omission of AMC, its officers, directors, employees, or agents acting within the scope of their authority on behalf of the ASSOCIATION.

The AMC shall indemnify and hold harmless the ASSOCIATION its officers, directors, members and agents for and against all liabilities related to any and all claims and causes of action by third parties, including but not limited to judgments, verdicts, settlements, fines, court costs, and reasonable attorneys' fees, resulting from any act or omission of the AMC, its officers, directors, employees, or agents, that are outside the scope of their authority to act on behalf of the ASSOCIATION." Would I just reword it to reflect all the board members or just use the nwe baord members name in place of the "AMC" ?
Hello,

Where it states ASSOCIATION, you can replace with:CustomerTechnologies Inc

Where the clause states "the AMC, its officers, directors, employees and agents" - replace with the new board member's name.
Ellen and 4 other Business Law Specialists are ready to help you