Indemnification Agreement For Officers And Directors Template for Philippines

The Indemnification Agreement For Officers And Directors serves as a critical corporate governance document in the Philippine business environment, designed to protect corporate leadership while ensuring compliance with local regulations. This agreement becomes necessary when companies seek to attract and retain qualified directors and officers by providing them with comprehensive protection against potential liabilities arising from their corporate duties. The document is structured in accordance with the Revised Corporation Code of the Philippines and related SEC regulations, detailing the scope of protection, procedures for claiming indemnification, and limitations under Philippine law. It typically works in conjunction with Directors and Officers (D&O) insurance policies and includes specific provisions for expense advancement, claim procedures, and corporate rights. This agreement is particularly important in the context of increasing regulatory scrutiny and corporate governance requirements in the Philippines.

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

2. Background: Context of the agreement, including the appointment of the director/officer and the company's desire to provide indemnification

3. Definitions: Key terms including 'Indemnifiable Events', 'Expenses', 'Proceedings', and other relevant definitions

4. Scope of Indemnification: Detailed description of what events and circumstances are covered by the indemnification

5. Limitations on Indemnification: Statutory restrictions and exclusions under Philippine law, including actions of bad faith or gross negligence

6. Advancement of Expenses: Terms for advance payment of legal fees and other expenses

7. Procedures for Claiming Indemnification: Process for making claims, including notice requirements and documentation

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

9. Insurance: Relationship between this agreement and any D&O insurance coverage

10. Duration and Survival: Term of the agreement and survival of rights after termination of service

11. Company's Right to Assume Defense: Circumstances under which the company may take control of legal proceedings

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts

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