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Director Indemnification Agreement

Director Indemnification Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Director Indemnification Agreement

I need a Director Indemnification Agreement for our newly appointed independent director of a UAE-based technology company, with specific provisions for cyber security risks and cross-border operations in the GCC region.

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Document background
The Director Indemnification Agreement is a crucial document used to provide protection and security for individuals serving as directors on company boards in the UAE. This agreement becomes necessary when appointing new directors or updating existing arrangements to ensure comprehensive protection for board members. The document outlines the company's commitment to indemnify directors against various risks and liabilities they may face while performing their duties, subject to the limitations set forth in UAE Federal Law No. 32 of 2021 and related regulations. It typically includes provisions for expense advancement, claim procedures, and insurance requirements, while ensuring compliance with UAE corporate governance standards. This agreement is particularly important in the current business environment where directors face increasing scrutiny and potential liability from various stakeholders.
Suggested Sections

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Recitals explaining the context of the agreement, including the director's appointment and the company's desire to provide indemnification

3. Definitions: Key terms used throughout the agreement, including 'Proceedings', 'Expenses', 'Losses', and 'Indemnifiable Events'

4. Agreement to Serve: Director's agreement to serve and acknowledgment of duties under UAE law

5. Indemnification: Core indemnification obligations of the company, including scope and extent of coverage

6. Limitations on Indemnification: Circumstances where indemnification will not be provided, aligned with UAE Companies Law restrictions

7. Advancement of Expenses: Terms for advancing legal and other expenses to the director before final disposition

8. Notification and Defense of Claim: Procedures for the director to notify the company of claims and cooperation requirements

9. Settlement and Subrogation: Requirements for settlement approval and company's subrogation rights

10. D&O Insurance: Provisions regarding the maintenance of directors' and officers' insurance

11. Duration of Agreement: Term of the agreement and survival of rights

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Multiple Directorships: Additional provisions for directors serving on boards of subsidiaries or group companies

2. Tax Matters: Specific provisions dealing with tax implications of indemnification payments

3. Regulatory Compliance: Additional provisions for listed companies or regulated entities subject to SCA or Central Bank regulations

4. International Coverage: Extended provisions for directors operating across multiple jurisdictions

5. Shareholder Approval: Provisions requiring or acknowledging shareholder approval where required

6. Third Party Beneficiaries: Provisions extending protection to director's heirs or estate

7. Alternative Dispute Resolution: Optional arbitration or mediation provisions

Suggested Schedules

1. Schedule 1 - Claim Notification Form: Standard form for directors to notify the company of claims

2. Schedule 2 - Expense Advancement Request Form: Template for requesting advancement of expenses

3. Schedule 3 - Undertaking to Repay: Director's undertaking to repay advanced expenses if indemnification is ultimately not permitted

4. Schedule 4 - Insurance Details: Details of D&O insurance policy and coverage

5. Schedule 5 - Board Resolution: Copy of board resolution approving the indemnification agreement

6. Appendix A - Excluded Claims: Detailed list of claims and circumstances excluded from indemnification

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Healthcare

Technology

Manufacturing

Energy

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Hospitality

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Human Resources

Finance

Company Secretarial

Internal Audit

Corporate Affairs

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chief Executive Officer

Board Chairman

Company Secretary

General Counsel

Chief Financial Officer

Chief Risk Officer

Compliance Officer

Corporate Secretary

Board Committee Chairs

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