Independent Counsel Definition Example

Independent Counsel. A law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a request for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest... in representing either the Company or the Indemnitee in an action to determine the Indemnitee's right to indemnification under this Agreement. View More