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Nominee Director Indemnity Agreement Template for Pakistan

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Key Requirements PROMPT example:

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."

Document background
The Nominee Director Indemnity Agreement is a crucial document in Pakistani corporate practice, typically used when individuals are appointed to serve as nominee directors on company boards. This arrangement is common in group structures, joint ventures, or when investors require board representation. The agreement provides comprehensive protection to nominee directors against personal liability arising from their role, excluding instances of willful misconduct or fraud. It aligns with the Companies Act 2017 and Pakistani corporate governance requirements, detailing the scope of indemnification, claim procedures, and mutual obligations. This document becomes particularly important given the increasing complexity of corporate governance requirements and the potential personal liability exposure of directors in Pakistan's legal framework.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions





























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Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Real Estate

Energy

Telecommunications

Professional Services

Healthcare

Construction

Trading and Distribution

Family-owned Businesses

Multinational Corporations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Risk Management

Board of Directors

Corporate Governance

Executive Management

Finance

Internal Audit

Relevant Roles

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

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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