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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."
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
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
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
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