Llc Member Indemnification Agreement

Summary

An indemnification agreement for an LLC member leaving the company should include clauses for indemnification, existing and future liabilities, contracts, federal and local tax responsibilities, and government actions. The agreement should specify that the company will indemnify the member against claims related to their activities, assume liabilities, honor contracts, and handle tax obligations. It should also include a claims procedure, governing law, and severability clause.

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Add clauses for existing and future liabilities, existing and future contracts, federal and local tax, government actions,
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Indemnification Agreement
This Indemnification Agreement ("Agreement") is made and entered into as of [Date], by and between [LLC Name], a limited liability company organized under the laws of the State of Washington (the "Company"), and [Member's Name] ("Indemnified Member").
Recitals:
- The Indemnified Member is a member of the Company.
- The Indemnified Member wishes to withdraw from the Company.
- The Company and the Indemnified Member desire to set forth the terms and conditions of the Indemnification.
Agreement:
*. Indemnification:
- The Company agrees to indemnify and hold harmless the Indemnified Member from any and all claims, liabilities, losses, damages, and expenses (including reasonable attorney fees) arising from or related to the Indemnified Member’s activities on behalf of the Company, except in cases of gross negligence or willful misconduct.
*. Existing and Future Liabilities:
- The Company shall assume all existing and future liabilities incurred by the Indemnified Member in connection withthe Company's business operations prior to the Indemnified Member's withdrawal.
*. Existing and Future Contracts:
- The Company agrees to honor and fulfill all existing contracts and agreements entered into by the Indemnified Member on behalf of the Company. The Company also agrees to fulfill any future obligations arising from such contracts.
*. Federal and Local Tax:
- The Company shall remain responsible for all federal and local tax liabilities arising from the Company's operations, including those incurred prior to and after the Indemnified Member's withdrawal.
*. Government Actions:
- The Company shall indemnify the Indemnified Member against any actions, fines, or penalties imposed by any government or regulatory authority related to the Company’s business operations.
*. Claims Procedure:
- The Indemnified Member shall promptly notify the Company in writing of any claim or lawsuit for which indemnification is sought.
- The Company shall have the right to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Member.
*. Governing Law:
- This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
*. Severability:
- If any provision of this Agreement