Eliminates the personal liability of directors and officers for monetary damages for breach of fiduciary duty, to the fullest extent the governing law allows.
Director and Officer Liability
Eliminates the personal liability of directors and officers for monetary damages for breach of fiduciary duty, to the fullest extent the governing law allows.
- Clause id:
do-liability@1.0.0
- Activated by the
do-liability module
- Composes after:
## Article VI - Duration and Change (a document package may override this through its anchors map)
- Placeholders:
jurisdiction
Item numbers in this clause are canonical: they open at 1.1 under the
clause's own heading and never assume a host document's numbering. A
consumer composing the clause renumbers it to continue the target
document.
Source: form follows the market-standard Delaware C-Corp startup formation set as produced by Stripe Atlas; the text is standard Delaware corporate practice under the general corporation law, not a third party's proprietary drafting, and no real party's data is shipped. Carried at the same provenance discipline as delaware-ccorp@1.0.0: no real party's data is shipped, and the slug carries no third-party trademark.
Licence: Apache-2.0
Legal review: The source names the Delaware General Corporation Law and its section 102(b)(7) definition of officer. This clause takes the jurisdiction as a variable instead, so the same text serves any jurisdiction that permits the elimination; where a jurisdiction does not permit it, the clause has no effect there.
Do not hand-edit this directory. It is generated:
node scripts/import-entity-templates.mjs [path-to-model-factory]
Director and Officer Liability
1.1 The liability of the directors and officers of the Entity for monetary damages for breach of fiduciary duty shall be eliminated to the fullest extent permitted under the law of the State of Delaware, United States.
1.2 If that law is amended after this clause takes effect to authorise further elimination or limitation of the personal liability of directors or officers, then their liability shall be eliminated or limited to the fullest extent permitted by that law as so amended.
1.3 Any repeal or modification of this clause shall operate prospectively only, and shall not affect the rights or protections, or increase the liability, of any director or officer in respect of any act or omission occurring before the repeal or modification.
Director and Officer Liability
----
**1.1** The liability of the directors and officers of the Entity for monetary damages for breach of fiduciary duty shall be eliminated to the fullest extent permitted under the law of the State of Delaware, United States.
**1.2** If that law is amended after this clause takes effect to authorise further elimination or limitation of the personal liability of directors or officers, then their liability shall be eliminated or limited to the fullest extent permitted by that law as so amended.
**1.3** Any repeal or modification of this clause shall operate prospectively only, and shall not affect the rights or protections, or increase the liability, of any director or officer in respect of any act or omission occurring before the repeal or modification.
## Director and Officer Liability
**1.1** The liability of the directors and officers of the Entity for monetary damages for breach of fiduciary duty shall be eliminated to the fullest extent permitted under the law of {{jurisdiction}}.
**1.2** If that law is amended after this clause takes effect to authorise further elimination or limitation of the personal liability of directors or officers, then their liability shall be eliminated or limited to the fullest extent permitted by that law as so amended.
**1.3** Any repeal or modification of this clause shall operate prospectively only, and shall not affect the rights or protections, or increase the liability, of any director or officer in respect of any act or omission occurring before the repeal or modification.
{
"$class": "id.entity.render.clause.doLiability@1.0.0.DoLiabilityClauseRender",
"jurisdiction": "the State of Delaware, United States"
}
/*
* Render model fragment for do-liability@1.0.0.
*
* NOT a canonical data model. It carries exactly the placeholders the
* TemplateMark body uses, so the clause renders independently of any
* document package.
*
* provenance:
* source: id.entity.core (projection)
* licence: Apache-2.0
*/
namespace id.entity.render.clause.doLiability@1.0.0
import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto
@template
concept DoLiabilityClauseRender {
o String jurisdiction
}