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Nominee Director Indemnity Agreement
"I need a Nominee Director Indemnity Agreement for a Pakistani technology startup where our UK-based venture capital investor is appointing a nominee director to our board starting March 2025; the agreement should include specific provisions for cross-border operations and technology sector risks."
1. Parties: Identification of the Company, the Nominee Director, and any other relevant parties (such as the appointing shareholder)
2. Background: Context of the appointment, relationship between parties, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including 'Indemnified Events', 'Losses', 'Claims', etc.
4. Appointment: Terms of appointment as nominee director and acknowledgment of the role
5. Scope of Indemnity: Detailed description of what events, actions, and circumstances are covered by the indemnity
6. Exclusions from Indemnity: Specific circumstances where indemnity will not apply (e.g., willful misconduct, fraud)
7. Procedure for Claims: Process for making indemnity claims and required notifications
8. Company's Obligations: Specific obligations of the company including maintaining insurance and advance payment of legal costs
9. Director's Obligations: Duties and responsibilities of the nominee director including cooperation in claims
10. Duration and Survival: Term of the agreement and provisions that survive termination
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including notices, amendments, assignment, and severability
1. Insurance: Detailed provisions about D&O insurance when the company maintains such coverage
2. Third Party Rights: Rights of other parties to claim under the agreement, relevant when multiple stakeholders are involved
3. Tax Indemnity: Specific tax-related indemnifications, useful when tax exposure is a particular concern
4. Confidentiality: Detailed confidentiality obligations, important when dealing with sensitive corporate information
5. Multiple Directorships: Additional provisions for nominee directors serving on multiple boards within a group
6. International Operations: Special provisions for companies operating across multiple jurisdictions
7. Regulatory Compliance: Specific provisions for regulated industries or listed companies
1. Schedule 1 - Board Positions: List of specific board and committee positions covered by the indemnity
2. Schedule 2 - Insurance Details: Details of existing D&O insurance policies and coverage
3. Schedule 3 - Group Companies: List of affiliated companies covered by the indemnity if applicable
4. Schedule 4 - Specific Duties: Detailed description of the nominee director's specific duties and responsibilities
5. Appendix A - Claim Notice Form: Template for submitting indemnity claims
6. Appendix B - Board Resolution: Copy of board resolution appointing the nominee director
7. Appendix C - Required Declarations: Statutory declarations and forms required under Pakistani law
Authors
Banking and Financial Services
Manufacturing
Technology
Real Estate
Energy
Telecommunications
Professional Services
Healthcare
Construction
Trading and Distribution
Family-owned Businesses
Multinational Corporations
Legal
Corporate Secretariat
Compliance
Risk Management
Board of Directors
Corporate Governance
Executive Management
Finance
Internal Audit
Nominee Director
Board Member
Company Secretary
Chief Executive Officer
Chief Financial Officer
Legal Director
Compliance Officer
Risk Manager
Corporate Governance Officer
General Counsel
Board Chairman
Independent Director
Investment Director
Managing Director
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