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Director Indemnity Agreement

Director Indemnity Agreement Template for India

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Key Requirements PROMPT example:

Director Indemnity Agreement

"I need a Director Indemnity Agreement for a newly appointed independent director joining our listed technology company in Mumbai, which should include enhanced coverage for cyber risks and international operations, to be effective from March 1, 2025."

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Document background
The Director Indemnity Agreement is a crucial document used when appointing new directors or updating arrangements with existing directors in Indian companies. It becomes particularly important in today's complex business environment where directors face increasing personal liability risks. The agreement provides directors with protection against personal liability while performing their duties, subject to limitations under the Companies Act, 2013 and other applicable laws. It typically includes details about indemnification scope, claim procedures, insurance requirements, and exclusions. This document is essential for both listed and unlisted companies in India and should be reviewed periodically to ensure it remains current with evolving corporate governance standards and regulatory requirements.
Suggested Sections

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Explains the context of the agreement and the director's appointment

3. Definitions: Defines key terms including 'Indemnifiable Events', 'Expenses', 'Proceedings', etc.

4. Scope of Indemnification: Details what events, actions, and expenses are covered by the indemnity

5. Limitations on Indemnification: Specifies circumstances where indemnification won't apply, including statutory restrictions

6. Notification and Defense: Procedures for the director to notify the company and company's role in defense

7. Claims Process: Process for making indemnification claims and determining eligibility

8. Advancement of Expenses: Terms for advance payment of legal and other expenses

9. Insurance: Provisions regarding D&O insurance and its relationship to indemnification

10. Duration: Term of the agreement and survival of obligations

11. General Provisions: Standard clauses including governing law, amendments, notices, etc.

Optional Sections

1. Non-Exclusivity: Clarifies that indemnification rights are in addition to other rights - recommended for senior directors

2. Subrogation: Company's rights to recover amounts paid - important when significant assets are involved

3. Contribution: Provisions for cases where director is jointly liable with others - useful in complex corporate structures

4. International Coverage: Additional provisions for directors with international responsibilities

5. Regulatory Compliance: Special provisions for regulated industries or listed companies

Suggested Schedules

1. Schedule 1 - Indemnifiable Events: Detailed list of specific events and circumstances covered by the indemnity

2. Schedule 2 - Claims Procedure: Detailed procedure for making and processing indemnification claims

3. Schedule 3 - Insurance Details: Specifications of required D&O insurance coverage

4. Appendix A - Board Resolution: Copy of board resolution approving the indemnification agreement

5. Appendix B - Undertaking Form: Standard form for director's undertaking to repay advanced expenses if required

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

Technology

Manufacturing

Healthcare

Energy

Infrastructure

Real Estate

Telecommunications

Retail

Professional Services

Mining

Transportation

Education

Media & Entertainment

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Board Secretariat

Human Resources

Finance

Internal Audit

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Compliance Officer

Risk Officer

Board Chairman

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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