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Director And Officer Indemnification Agreement
"I need a Director and Officer Indemnification Agreement for our Indian technology startup that's expanding into the US market by March 2025, with specific coverage for international operations and cross-border liability protection."
1. Parties: Identification of the company and the director/officer being indemnified
2. Background: Context of the agreement, including director's/officer's role and company's desire to attract and retain qualified individuals
3. Definitions: Key terms including 'Indemnifiable Claims', 'Expenses', 'Proceedings', and 'Change in Control'
4. Scope of Indemnification: Detailed description of what types of claims, losses, and expenses are covered by the indemnification
5. Limitations on Indemnification: Statutory and regulatory restrictions on indemnification, including cases of fraud, willful misconduct, or criminal acts
6. Advancement of Expenses: Provisions for advancing legal and other expenses before final disposition of a claim
7. Notification and Defense of Claim: Procedures for notifying the company of claims and managing defense proceedings
8. Settlement Authority: Parameters for settling claims and required approvals
9. D&O Insurance: Relationship between indemnification and D&O insurance coverage
10. Duration of Agreement: Term of the agreement and survival of rights after termination
11. Enforcement: Rights and procedures for enforcing indemnification rights
12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
13. Miscellaneous: Standard provisions including severability, entire agreement, amendments, and notices
1. Change in Control Provisions: Special provisions that take effect upon change in company control, used when company anticipates potential ownership changes
2. Contribution: Provisions for cases where multiple parties may be liable, used in complex corporate structures
3. Subrogation Rights: Company's rights to recover from third parties, included when significant third-party claims are anticipated
4. International Coverage: Specific provisions for international operations, used when director has multi-jurisdictional responsibilities
5. Retroactive Coverage: Coverage for actions prior to agreement date, used for existing directors/officers
6. Priority of Payments: Order of payment when multiple claims exist, important for companies with multiple directors/officers
1. Schedule A - Excluded Claims: Specific types of claims or circumstances excluded from indemnification
2. Schedule B - D&O Insurance Details: Current D&O insurance policy details including coverage limits and key terms
3. Schedule C - Notice Information: Contact details and procedures for formal notices under the agreement
4. Appendix 1 - Form of Undertaking: Standard form for director/officer to request advancement of expenses
5. Appendix 2 - Claim Notification Form: Template for notifying company of potential claims
6. Appendix 3 - Board Resolution: Copy of board resolution approving the indemnification agreement
Authors
Board of Directors
Change in Control
Company
Corporate Status
Director/Officer
D&O Insurance
Expenses
Good Faith
Indemnifiable Claims
Indemnifiable Event
Indemnification Period
Independent Counsel
Liabilities
Other Enterprise
Proceeding
Related Party
Reviewing Party
Subsidiary
Voting Securities
Affiliate
Articles of Association
Claim
Defense Costs
Disinterested Director
Final Disposition
SEBI
Settlement
Standard of Conduct
Third Party Proceeding
Undertaking
Witness Expenses
Wrongful Act
Applicable Law
Advancement of Expenses
Scope of Indemnity
Exclusions and Limitations
Advancement of Expenses
Insurance
Notice and Defense of Claims
Settlement Authority
Determination of Entitlement
Duration and Survival
Subrogation
Confidentiality
Non-Exclusivity
Severability
Amendment
Governing Law
Dispute Resolution
Force Majeure
Notices
Assignment
Entire Agreement
Counterparts
Contribution
Good Faith
Representations and Warranties
Termination
Priority of Payments
Change in Control
Reporting Obligations
Third Party Rights
Waiver
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Energy
Telecommunications
Infrastructure
Professional Services
Education
Transportation
Media and Entertainment
Mining and Resources
Agriculture
Legal
Compliance
Corporate Governance
Risk Management
Board Secretariat
Human Resources
Finance
Internal Audit
Corporate Affairs
Executive Management
Director
Executive Director
Independent Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
Chief Risk Officer
Chief Legal Officer
Vice President
Executive Vice President
Board Chairman
Non-Executive Director
Chief Technology Officer
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