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Nominee Director Indemnity Agreement
"I need a Nominee Director Indemnity Agreement for a Philippine tech startup with foreign investors, where the nominee director will represent a Singapore-based venture capital firm starting March 2025, with specific provisions for technology sector risks and intellectual property matters."
1. Parties: Identifies the appointing company/shareholders (Indemnifier) and the nominee director (Indemnitee)
2. Background: Sets out the context of the nominee directorship appointment and the purpose of the indemnity arrangement
3. Definitions: Defines key terms including 'Claims', 'Losses', 'Indemnified Events', 'Company', and other relevant terms
4. Appointment and Role: Details the appointment of the nominee director and their role, responsibilities, and duties
5. Scope of Indemnity: Defines the extent and limitations of the indemnification provided
6. Exclusions from Indemnity: Specifies circumstances where indemnification will not apply (e.g., willful misconduct, fraud)
7. Claims Procedure: Sets out the process for making and handling indemnification claims
8. Insurance: Provisions regarding D&O insurance and its relationship to the indemnity
9. Duration and Termination: Specifies the term of the agreement and circumstances for termination
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Advance Payment of Expenses: Optional provision for advancement of legal expenses before final disposition of claims
2. Corporate Opportunities: Provisions dealing with business opportunities that may arise through the nominee directorship
3. Other Directorships: Provisions regarding the nominee director's other board positions, if applicable
4. Tax Indemnity: Specific indemnification for tax liabilities arising from the arrangement
5. Anti-Dummy Compliance: Specific provisions ensuring compliance with Philippine Anti-Dummy Law, required if involving regulated industries
6. Change of Control: Provisions addressing what happens in case of change in control of the appointing company
1. Schedule 1 - Company Details: Details of the company in which the nominee directorship is held
2. Schedule 2 - Scope of Director's Duties: Detailed description of the nominee director's duties and responsibilities
3. Schedule 3 - Insurance Requirements: Details of required insurance coverage and terms
4. Schedule 4 - Claim Notice Form: Template form for making indemnification claims
5. Schedule 5 - Power of Attorney: If applicable, power of attorney granting specific authorities to the nominee director
6. Appendix A - Board Resolution: Copy of board resolution approving the nominee director appointment and indemnity
Authors
Appointing Company
Articles of Incorporation
Board
By-laws
Change of Control
Claim
Company
Confidential Information
Corporate Opportunity
D&O Insurance
Director
Effective Date
Expenses
Good Faith
Governing Documents
Indemnified Events
Indemnified Person
Indemnifier
Indemnitee
Law
Liabilities
Losses
Material Breach
Nominee Appointment
Nominee Director Services
Notice
Parent Company
Party/Parties
Permitted Purpose
Principal
Proceedings
Proper Law
Related Company
Related Person
Relevant Authority
Securities
Shareholders
Subsidiary
Tax
Term
Territory
Third Party
Transaction Documents
Voting Rights
Willful Misconduct
Scope of Authority
Indemnification
Exclusions
Insurance
Claims Procedure
Confidentiality
Non-Disclosure
Representations and Warranties
Regulatory Compliance
Anti-Dummy Compliance
Corporate Governance
Duties and Responsibilities
Conflict of Interest
Term and Termination
Resignation
Removal
Force Majeure
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Further Assurance
Counterparts
Survival
Financial Services
Banking
Real Estate
Mining
Telecommunications
Retail
Manufacturing
Energy
Infrastructure
Transportation
Media
Healthcare
Education
Technology
Professional Services
Legal
Corporate Secretariat
Compliance
Risk Management
Corporate Governance
Board Administration
Executive Management
Corporate Affairs
Regulatory Affairs
Board Director
Nominee Director
Corporate Secretary
Chief Executive Officer
Chief Legal Officer
General Counsel
Compliance Officer
Risk Manager
Company Secretary
Chief Financial Officer
Board Chairman
Independent Director
Corporate Governance Officer
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