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Director Indemnification Agreement

Director Indemnification Agreement Template for South Africa

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Key Requirements PROMPT example:

Director Indemnification Agreement

"I need a Director Indemnification Agreement for our South African tech startup that's expanding internationally, with specific coverage for multi-jurisdictional operations and protection for our directors who will be overseeing our new offices in Europe and Asia from January 2025."

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Document background
The Director Indemnification Agreement is a crucial document used to protect individuals serving as directors on company boards in South Africa. It is typically implemented upon the appointment of new directors or when updating existing indemnification arrangements to align with current legal requirements. The agreement provides detailed provisions for protecting directors from personal liability while performing their duties, subject to limitations under the Companies Act 71 of 2008 and other relevant legislation. This document becomes particularly important in the context of increased scrutiny of director responsibilities and the growing complexity of corporate governance requirements in South Africa. It should be reviewed alongside the company's D&O insurance policies and updated to reflect any changes in corporate governance standards or relevant legislation.
Suggested Sections

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Context of the appointment and purpose of the indemnification agreement

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Claims', 'Losses', and 'Proceedings'

4. Appointment and Term: Confirmation of director's appointment and duration of the indemnification coverage

5. Scope of Indemnification: Detailed description of events and circumstances covered by the indemnification

6. Limitations and Exclusions: Circumstances where indemnification will not apply, aligned with Companies Act restrictions

7. Procedure for Claims: Process for director to notify and seek indemnification from the company

8. Company's Defense Rights: Company's rights to participate in or assume defense of claims

9. Insurance Provisions: Relationship between this indemnification and D&O insurance coverage

10. Duration and Survival: Continuation of indemnification after directorship ends

11. Confidentiality: Obligations regarding confidential information related to claims and proceedings

12. General Provisions: Standard clauses including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Advancement of Expenses: Provisions for company to advance legal costs before final disposition, used when immediate financial support is needed

2. Multiple Claims and Jurisdictions: Additional provisions for handling claims across different jurisdictions, used for international directors

3. Change in Control: Special provisions maintaining indemnification rights after company ownership changes, important for listed companies

4. Tax Implications: Specific provisions dealing with tax treatment of indemnification payments, used when tax consequences are material

5. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration, used when preferred over court proceedings

6. Subsidiary Coverage: Extension of indemnification to director's roles in subsidiary companies, used for group structures

Suggested Schedules

1. Schedule 1: Excluded Events: Specific list of events or circumstances explicitly excluded from indemnification

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

3. Schedule 3: Insurance Details: Current D&O insurance policy details and coverage summary

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

5. Appendix B: Companies Act Excerpts: Relevant sections of the Companies Act regarding director indemnification

6. Appendix C: Notification Forms: Standard forms for notifying the company of claims or proceedings

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
Relevant legal definitions

































Clauses































Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Healthcare

Telecommunications

Energy

Real Estate

Professional Services

Agriculture

Transportation

Education

Construction

Media and Entertainment

Relevant Teams

Board of Directors

Legal

Corporate Governance

Risk Management

Compliance

Company Secretariat

Executive Management

Corporate Affairs

Internal Audit

Relevant Roles

Board Director

Executive Director

Non-Executive Director

Independent Director

Managing Director

Chairman of the Board

Chief Executive Officer

Company Secretary

Chief Financial Officer

Chief Legal Officer

General Counsel

Risk Officer

Compliance Officer

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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