Nominee Director Indemnity Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Nominee Director Indemnity Agreement is essential in Philippine corporate arrangements where nominee directors are appointed to represent interests of other parties while maintaining compliance with local regulations. This document becomes particularly important in sectors with foreign ownership restrictions or in complex corporate structures where nominee arrangements are necessary. The agreement provides comprehensive protection for nominee directors against potential personal liability while performing their duties, outlining the scope of indemnification, claims procedures, and compliance requirements under Philippine law. It addresses key concerns under the Revised Corporation Code, Anti-Dummy Law, and corporate governance regulations, making it a crucial document for both domestic and foreign-invested companies operating in the Philippines.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Financial Services

Banking

Real Estate

Mining

Telecommunications

Retail

Manufacturing

Energy

Infrastructure

Transportation

Media

Healthcare

Education

Technology

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Board Administration

Executive Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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