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Employee Indemnification Agreement
"I need an Employee Indemnification Agreement for our new Chief Technology Officer who will be handling sensitive data and making strategic decisions for our fintech startup in South Africa, with particular emphasis on cybersecurity risks and protection for technology-related decisions."
1. Parties: Identifies the company (indemnifier) and the employee (indemnitee) who are parties to the agreement
2. Background: Explains the context of the agreement, including the employee's role and the company's desire to provide indemnification protection
3. Definitions: Defines key terms including 'Indemnified Events', 'Claims', 'Losses', 'Proceedings', and other relevant terminology
4. Scope of Indemnification: Details the specific circumstances and types of claims for which the company will provide indemnification
5. Exclusions: Specifies situations where indemnification will not apply, such as willful misconduct or criminal acts
6. Procedure for Claims: Outlines the process for notifying the company of claims and requesting indemnification
7. Defense of Claims: Details how legal defense will be handled, including selection of counsel and conduct of proceedings
8. Advancement of Expenses: Establishes terms for advancement of legal fees and other expenses before final disposition
9. Insurance: Addresses the relationship between this indemnification and any applicable insurance coverage
10. Duration and Survival: Specifies how long the indemnification protection lasts, including post-employment coverage
11. General Provisions: Standard contractual provisions including governing law, amendments, notices, and severability
1. Settlement Provisions: Additional section needed when specific settlement procedures or restrictions should be included
2. Multiple Proceedings: Section required when dealing with employees who might face claims in multiple jurisdictions
3. Contribution: Optional section addressing situations where other parties may share indemnification obligations
4. Employment Rights: Additional section clarifying that the agreement doesn't affect other employment rights when needed
5. Tax Implications: Section addressing tax treatment of indemnification payments when relevant
6. Corporate Change Provisions: Section needed when addressing impact of corporate restructuring or change in control
1. Schedule A - Position Description: Details of the employee's role and responsibilities relevant to indemnification scope
2. Schedule B - Excluded Events: Detailed list of specific situations or types of conduct excluded from indemnification
3. Schedule C - Claims Procedure: Detailed procedural requirements for making indemnification claims
4. Appendix 1 - Form of Indemnification Request: Standard form for requesting indemnification or advancement of expenses
5. Appendix 2 - Undertaking Form: Form for employee's undertaking to repay advanced expenses if ultimately not entitled to indemnification
Authors
Financial Services
Manufacturing
Mining
Healthcare
Technology
Professional Services
Construction
Retail
Energy
Telecommunications
Transportation
Real Estate
Education
Agriculture
Pharmaceutical
Legal
Executive Leadership
Finance
Operations
Human Resources
Risk Management
Compliance
Project Management
Research and Development
Sales and Marketing
Information Technology
Procurement
Quality Assurance
Corporate Communications
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Executive Director
Department Head
Senior Manager
Project Manager
Operations Manager
Financial Manager
Risk Manager
Compliance Officer
Human Resources Director
Legal Counsel
Department Supervisor
Technical Director
Research Director
Sales Director
Branch Manager
Site Manager
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