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Indemnification Agreement For Officers And Directors Generator for Singapore

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Key Requirements PROMPT example:

Indemnification Agreement For Officers And Directors

"I need an Indemnification Agreement For Officers And Directors for my Singapore-based technology startup that's planning to IPO in 2025, with specific provisions for advancement of legal expenses and enhanced protection against shareholder litigation."

Document background
The Indemnification Agreement For Officers And Directors is essential in Singapore's corporate landscape where directors and officers face increasing personal liability risks. This document is typically implemented when appointing new directors or officers, or updating existing protection mechanisms. It provides comprehensive coverage aligned with the Singapore Companies Act, detailing the scope of protection, claim procedures, and insurance requirements. The agreement is particularly crucial given Singapore's strict corporate governance framework and the personal liability exposure that comes with leadership positions.
Suggested Sections

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

2. Background: Context of the agreement and appointment of the officer/director

3. Definitions: Key terms including 'Proceedings', 'Losses', 'Indemnified Events', etc.

4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered

5. Exclusions: Specific circumstances where indemnification will not apply

6. Procedure for Claims: Process for making indemnification claims and company's response obligations

7. Insurance Provisions: Requirements for D&O insurance maintenance and coordination

8. Duration and Survival: Term of the agreement and survival provisions

Optional Sections

1. Advancement of Expenses: Terms for advancing legal fees and expenses before final determination of indemnification eligibility

2. Change in Control: Provisions addressing continuation of indemnification after ownership changes or corporate restructuring

3. Subrogation Rights: Company's rights to recover payments from third parties responsible for losses

4. Tax Implications: Treatment of indemnification payments for tax purposes and related obligations

Suggested Schedules

1. Form of Claim Notice: Standard template for making indemnification claims

2. Insurance Requirements: Detailed specifications for required D&O insurance coverage

3. Excluded Events: Detailed list of events not covered by indemnification

4. Corporate Resolution: 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

Relevant legal definitions






























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Industries

Companies Act (Cap. 50) - Section 172: Primary legislation governing power to indemnify officers against third party claims in Singapore

Companies Act (Cap. 50) - Section 208(1): Statutory provisions defining directors' duties and responsibilities

Companies Act (Cap. 50) - Section 172B: Specific provisions regarding insurance and indemnification of officers and auditors

Securities and Futures Act (Cap. 289): Regulatory framework covering directors' liabilities, disclosure requirements, and corporate governance obligations

Singapore Corporate Governance Code: Guidelines on directors' duties, best practices for corporate governance, and risk management requirements

SGX Listing Rules: Additional compliance and disclosure requirements for listed companies under the SGX Listing Manual

Scope of Indemnification Framework: Structural requirements covering actions/omissions, exclusions (willful misconduct, fraud), and third-party claims coverage

Legal Limitations Framework: Framework defining statutory restrictions, prohibited conduct, and regulatory compliance requirements for indemnification

Insurance Provisions Framework: Requirements for D&O insurance, coordination with existing coverage, and insurance maintenance obligations

Advancement of Expenses Framework: Terms governing advancement of legal fees, repayment obligations, and conditions for advancement

Duration of Protection Framework: Requirements for term of coverage, survival after termination, and retroactive coverage provisions

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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