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Indemnification Agreement For Officers And Directors

Indemnification Agreement For Officers And Directors Template for Belgium

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Key Requirements PROMPT example:

Indemnification Agreement For Officers And Directors

"I need an Indemnification Agreement for Officers and Directors under Belgian law for our newly established fintech company, with specific provisions for cyber security incidents and regulatory investigations, as we're planning to launch digital banking services in March 2025."

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Document background
The Indemnification Agreement For Officers And Directors is a crucial corporate governance document used to protect company leadership from personal liability while serving in their official capacities. Under Belgian law, particularly the Companies and Associations Code, companies can provide indemnification to their officers and directors subject to certain limitations. This document becomes necessary when companies wish to attract and retain qualified individuals for leadership positions by providing them with protection against personal liability for actions taken in good faith on behalf of the company. The agreement typically includes detailed provisions on the scope of indemnification, procedures for claiming protection, and interaction with D&O insurance policies, all while ensuring compliance with Belgian corporate law requirements and governance standards.
Suggested Sections

1. Parties: Identification of the company and the indemnitee (officer/director)

2. Background: Context of the agreement, including the indemnitee's role and the company's desire to attract and retain qualified personnel

3. Definitions: Key terms including 'Proceedings', 'Expenses', 'Indemnifiable Events', and 'Losses'

4. Agreement to Indemnify: Core indemnification obligations and scope of coverage

5. Limitations on Indemnification: Statutory and contractual limitations under Belgian law, including restrictions on indemnifying for willful misconduct

6. Notification and Defense of Claim: Procedures for the indemnitee to notify the company and cooperation requirements

7. Settlement Provisions: Rules regarding settlement of claims and required approvals

8. Determination of Entitlement: Process for determining whether indemnification is proper in specific cases

9. No Presumptions: Clarification that the agreement does not create presumptions regarding the indemnitee's conduct

10. Non-Exclusivity: Relationship with other rights of indemnification and insurance

11. Subrogation: Company's rights of subrogation against third parties

12. Duration of Agreement: Term of the agreement and survival of rights

13. General Provisions: Standard clauses including governing law, notices, amendments, and severability

Optional Sections

1. Advancement of Expenses: Provisions for advancing defense costs before final disposition, if permitted under Belgian law

2. D&O Insurance: Provisions regarding maintenance of directors and officers liability insurance, if applicable

3. Change in Control: Special provisions applying in case of corporate restructuring or change in control

4. Tax Matters: Tax treatment of indemnification payments and gross-up provisions if applicable

5. Multiple Indemnitors: Coordination with other indemnification sources when the indemnitee serves multiple entities

6. Contribution: Rights of contribution when multiple parties are responsible

7. Security Fund: Establishment of a security fund or trust for indemnification obligations

Suggested Schedules

1. Schedule A - Form of Undertaking: Standard form for indemnitee to request indemnification

2. Schedule B - Notice Requirements: Detailed procedures for providing notices under the agreement

3. Schedule C - Excluded Claims: List of specific claims or circumstances excluded from indemnification

4. Schedule D - Insurance Specifications: Details of required D&O insurance coverage if applicable

5. Appendix 1 - Board Resolution: Copy of board resolution approving the indemnification arrangement

6. Appendix 2 - Relevant Articles of Association: Excerpt of company's articles relating to indemnification powers

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Change in Control
Company
Corporate Status
D&O Insurance
Disinterested Director
Expenses
Good Faith
Indemnifiable Event
Indemnitee
Independent Counsel
Liabilities
Losses
Officer
Proceeding
Related Entity
Settlement
Subsidiary
Third Party Proceeding
Undertaking
Voting Securities
Willful Misconduct
Belgian Companies and Associations Code
Corporate Governance Code
Regulatory Authority
Advancement of Expenses
Claim
Determination
Interested Director
Final Disposition
Indemnification Period
Insurance Policy
Notice of Claim
Standard of Conduct
Reviewing Party
Securities Laws
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Telecommunications

Real Estate

Professional Services

Retail

Transportation

Mining

Construction

Pharmaceuticals

Insurance

Banking

Relevant Teams

Legal

Corporate Governance

Risk Management

Compliance

Board Secretariat

Executive Office

Internal Audit

Corporate Affairs

Human Resources

Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

Non-Executive Director

Managing Director

Executive Director

Company Secretary

Chief Operating Officer

Chief Legal Officer

Chief Risk Officer

Chief Compliance Officer

Executive Vice President

Senior Vice President

Board Chairman

Audit Committee Member

Industries
Belgian Companies and Associations Code (CAC): The primary legislation governing corporate matters in Belgium, including provisions on director liability, corporate governance, and permissible indemnification arrangements.
Belgian Civil Code: Contains fundamental principles of contract law and civil liability that form the basis for indemnification obligations and limitations.
Belgian Corporate Governance Code 2020: Provides guidelines and best practices for corporate governance, including recommendations on director protection and liability.
Belgian Financial Law of 2002: Relevant for financial institutions, containing specific provisions on director liability and mandatory insurance requirements in the financial sector.
Belgian Insurance Law of 4 April 2014: Governs insurance contracts and D&O liability insurance, which often complement indemnification agreements.
Belgian Law on Market Practices and Consumer Protection: Contains provisions on unfair contract terms and transparency requirements that may affect indemnification 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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