# NVCA Model Indemnification Agreement

Director and officer indemnification agreement for venture-backed companies, providing indemnification and advancement of expenses.

**Download from NVCA:** https://nvca.org/wp-content/uploads/2021/12/NVCA-2020-Indemnification-Agreement.docx

_NVCA model documents are freely downloadable but not redistributable._

## Cover page fields

| Field | Description |
| --- | --- |
| Indemnitee Name | Full legal name of the indemnitee (director or officer) |
| Indemnitee Address | Address of the indemnitee |
| Company Name | Name of the corporation providing indemnification |
| Agreement Effective Date | Effective date in the opening clause (e.g., March 20, 2026) |
| Fund Sponsor Name | Name of the sponsoring fund or entity appointing the indemnitee |
| Indemnitee Role | Primary role being indemnified (e.g. director) |
| Indemnitee Role Plural | Plural form of the primary role (e.g. directors) |
| Indemnitee Role Secondary | Secondary role being indemnified (e.g. officer) |
| Indemnitee Role Secondary Plural | Plural form of the secondary role (e.g. officers) |
| Indemnitee Pronoun Possessive | Possessive pronoun for the indemnitee entity (e.g. its) |
| Indemnitee Pronoun Possessive Plural | Plural possessive pronoun for the indemnitee (e.g. their) |
| Bylaws Name | Name of the company's bylaws document |
| Certificate Name | Name of the company's certificate of incorporation |
| And Appointing Stockholder | Optional additional party text or empty string |
| Appointing Stockholder Ipo Termination Clause | Optional clause text that terminates Appointing Stockholder rights at IPO closing |
| Indemnification Section Letter | Section reference letter for indemnification provisions in the certificate |
| Signature Page Marker | Signature page marker text |

_This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice._