The Advisory Board Indemnification Agreement is a crucial document for Canadian companies seeking to attract and retain qualified individuals to serve on their advisory boards. This agreement is typically implemented when a company establishes an advisory board or appoints new advisory board members, providing them with protection against potential personal liability arising from their advisory role. The document is structured to comply with Canadian federal and provincial corporate laws, addressing the specific indemnification rights and obligations while considering the unique position of advisory board members who, unlike corporate directors, may have different liability exposures. It includes detailed provisions for expense advancement, claim procedures, and insurance requirements, ensuring advisory board members can serve with confidence while maintaining appropriate risk management for the company.
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1. Parties: Identification of the company and the advisory board member
2. Background: Context of the appointment and purpose of the indemnification agreement
3. Definitions: Key terms including 'Proceeding', 'Expenses', 'Liability', and 'Indemnified Party'
4. Scope of Indemnification: Detailed description of what types of claims, losses, and expenses are covered
5. Limitations on Indemnification: Circumstances where indemnification will not be provided, such as deliberate fraud or criminal acts
6. Advancement of Expenses: Terms for advancing legal and other expenses before final disposition of a claim
7. Notification and Defense of Claim: Procedures for notifying the company of a claim and cooperation requirements
8. Insurance: Company's obligations regarding D&O insurance or similar coverage
9. Duration of Agreement: Term of the agreement and survival of rights after service ends
10. General Provisions: Standard clauses including governing law, notices, and amendments
1. Multiple Jurisdiction Provisions: Additional provisions when advisory board member serves in multiple jurisdictions
2. Tax Indemnity: Specific indemnification for tax-related claims or liabilities
3. Subrogation Rights: Company's rights to pursue claims against third parties
4. Priority of Payments: Order of priority when multiple indemnification sources exist
5. Change in Control: Special provisions that apply if the company undergoes a change in control
6. Alternative Dispute Resolution: Mediation or arbitration procedures for resolving disputes
1. Schedule A - Claim Notice Form: Standard form for notifying the company of an indemnification claim
2. Schedule B - Undertaking to Repay: Form of undertaking to repay advanced expenses if indemnification is ultimately not permitted
3. Schedule C - Insurance Policies: List of relevant insurance policies and coverage details
4. Schedule D - Expense Reimbursement Procedures: Detailed procedures for submitting and processing expense claims
5. Appendix 1 - Excluded Claims: Specific list of claims or circumstances excluded from indemnification
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