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Director And Officer Indemnification Agreement

Director And Officer Indemnification Agreement Template for India

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Key Requirements PROMPT example:

Director And Officer Indemnification Agreement

"I need a Director and Officer Indemnification Agreement for our Indian technology startup that's expanding into the US market by March 2025, with specific coverage for international operations and cross-border liability protection."

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Document background
The Director And Officer Indemnification Agreement is a crucial document used in Indian corporate governance to protect individuals serving in leadership positions from personal liability while performing their duties. This agreement becomes necessary when companies wish to attract and retain qualified individuals for director and officer positions by providing them with comprehensive protection against potential legal and financial risks. The document complies with the Companies Act, 2013, and other relevant Indian legislation, detailing the scope of indemnification, procedures for claiming protection, and the relationship with D&O insurance. It typically includes provisions for expense advancement, claim notification procedures, and specific exclusions as per Indian law. The agreement is particularly important in today's complex business environment where directors and officers face increasing scrutiny and potential liability.
Suggested Sections

1. Parties: Identification of the company and the director/officer being indemnified

2. Background: Context of the agreement, including director's/officer's role and company's desire to attract and retain qualified individuals

3. Definitions: Key terms including 'Indemnifiable Claims', 'Expenses', 'Proceedings', and 'Change in Control'

4. Scope of Indemnification: Detailed description of what types of claims, losses, and expenses are covered by the indemnification

5. Limitations on Indemnification: Statutory and regulatory restrictions on indemnification, including cases of fraud, willful misconduct, or criminal acts

6. Advancement of Expenses: Provisions for advancing legal and other expenses before final disposition of a claim

7. Notification and Defense of Claim: Procedures for notifying the company of claims and managing defense proceedings

8. Settlement Authority: Parameters for settling claims and required approvals

9. D&O Insurance: Relationship between indemnification and D&O insurance coverage

10. Duration of Agreement: Term of the agreement and survival of rights after termination

11. Enforcement: Rights and procedures for enforcing indemnification rights

12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

13. Miscellaneous: Standard provisions including severability, entire agreement, amendments, and notices

Optional Sections

1. Change in Control Provisions: Special provisions that take effect upon change in company control, used when company anticipates potential ownership changes

2. Contribution: Provisions for cases where multiple parties may be liable, used in complex corporate structures

3. Subrogation Rights: Company's rights to recover from third parties, included when significant third-party claims are anticipated

4. International Coverage: Specific provisions for international operations, used when director has multi-jurisdictional responsibilities

5. Retroactive Coverage: Coverage for actions prior to agreement date, used for existing directors/officers

6. Priority of Payments: Order of payment when multiple claims exist, important for companies with multiple directors/officers

Suggested Schedules

1. Schedule A - Excluded Claims: Specific types of claims or circumstances excluded from indemnification

2. Schedule B - D&O Insurance Details: Current D&O insurance policy details including coverage limits and key terms

3. Schedule C - Notice Information: Contact details and procedures for formal notices under the agreement

4. Appendix 1 - Form of Undertaking: Standard form for director/officer to request advancement of expenses

5. Appendix 2 - Claim Notification Form: Template for notifying company of potential claims

6. Appendix 3 - Board Resolution: Copy of board resolution approving the indemnification agreement

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
Relevant legal definitions



































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Telecommunications

Infrastructure

Professional Services

Education

Transportation

Media and Entertainment

Mining and Resources

Agriculture

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Board Secretariat

Human Resources

Finance

Internal Audit

Corporate Affairs

Executive Management

Relevant Roles

Director

Executive Director

Independent Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Company Secretary

Chief Risk Officer

Chief Legal Officer

Vice President

Executive Vice President

Board Chairman

Non-Executive Director

Chief Technology Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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