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Nominee Director Indemnity Agreement
I need a Nominee Director Indemnity Agreement for our Hong Kong holding company that will appoint a professional nominee director from a corporate services firm, with comprehensive protection for cross-border activities as the director will oversee subsidiaries in mainland China and Singapore.
1. Parties: Identifies the principal parties: the Company, the Nominee Director, and potentially the beneficial owner/appointing shareholder
2. Background: Sets out the context of the appointment and the purpose of the indemnity arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Proper Performance of Duties'
4. Appointment: Details of the nominee director's appointment and role
5. Scope of Indemnity: Defines the extent and limitations of the indemnification provided to the nominee director
6. Exclusions from Indemnity: Specifies circumstances where indemnification will not apply (e.g., willful misconduct, fraud)
7. Director's Obligations: Outlines the nominee director's duties, responsibilities, and standard of conduct
8. Company's Obligations: Details the company's responsibilities, including timing and process for indemnification
9. Claims Procedure: Process for making and handling indemnification claims
10. Duration and Termination: Terms regarding the length of the agreement and circumstances for termination
11. Confidentiality: Provisions regarding confidential information handling
12. General Provisions: Standard contractual provisions including notices, amendments, governing law, etc.
1. Insurance: Details of Directors and Officers (D&O) insurance coverage, used when the company provides additional insurance protection
2. Advanced Payment of Expenses: Provisions for advance payment of legal expenses, included when immediate coverage of legal costs is required
3. Third Party Claims: Specific provisions for handling third party claims, included when there's significant risk of external litigation
4. Tax Indemnity: Specific tax-related indemnifications, included when tax exposure is a particular concern
5. Multiple Jurisdictions: Additional provisions for cross-border operations, included when the nominee director serves in multiple jurisdictions
6. Corporate Group Provisions: Extended indemnity coverage for group companies, included when the nominee serves multiple related entities
1. Schedule 1 - Appointment Details: Specific details of the nominee directorship appointment including company details and role specifications
2. Schedule 2 - Indemnified Matters: Detailed list of specific matters and circumstances covered by the indemnity
3. Schedule 3 - Claims Procedures: Detailed procedures and requirements for making and processing indemnification claims
4. Schedule 4 - Insurance Details: Specifications of any D&O insurance coverage provided
5. Appendix A - Power of Attorney: If applicable, power of attorney granted to the nominee director
6. Appendix B - Company Resolutions: Relevant board or shareholder resolutions approving the indemnity arrangement
Authors
Applicable Law
Appointing Shareholder
Articles of Association
Board
Business Day
Claim
Company
Confidential Information
Corporate Group
D&O Insurance
Directors
Effective Date
Excluded Events
Group Companies
Hong Kong
Indemnified Events
Indemnified Person
Indemnifying Party
Liabilities
Losses
Nominee Director
Nominee Services
Notice
Party/Parties
Permitted Indemnity Provision
Proper Performance of Duties
Related Companies
Relevant Proceedings
Services
Term
Third Party
Third Party Claim
Willful Default
Wrongful Act
Appointment
Term and Termination
Scope of Indemnity
Exclusions from Indemnity
Director's Duties and Obligations
Company's Obligations
Claims Procedure
Insurance
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Notice Requirements
Assignment
Severability
Entire Agreement
Amendment
Force Majeure
Counterparts
Third Party Rights
Costs and Expenses
Waiver
Governing Law
Dispute Resolution
Survival
Financial Services
Corporate Services
Investment Banking
Private Equity
Real Estate
International Trade
Professional Services
Manufacturing
Technology
Holding Companies
Offshore Services
Legal
Corporate Secretarial
Compliance
Risk Management
Corporate Governance
Board of Directors
Executive Management
Corporate Administration
Director
Nominee Director
Company Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Governance Officer
Risk Management Officer
Compliance Officer
Board Chairman
Non-Executive Director
Corporate Services Manager
Legal Counsel
Company Administrator
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