Shareholder Indemnification Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Indemnification Agreement

"I need a Shareholder Indemnification Agreement under UAE law for our Dubai-based technology startup, where three founding shareholders will indemnify incoming venture capital investors against any pre-existing liabilities or claims arising before March 2025."

Document background
A Shareholder Indemnification Agreement is typically used in UAE corporate structures when shareholders need to establish clear protection mechanisms for potential losses or liabilities. This document is particularly relevant during corporate restructuring, share transfers, or when implementing governance changes. The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, addressing specific indemnification triggers, claim procedures, and enforcement mechanisms. It's commonly used alongside shareholder agreements and corporate governance documents, providing additional security for shareholders in various corporate scenarios. The document should be carefully drafted to ensure enforceability under UAE law and compatibility with Sharia principles where applicable.
Suggested Sections

1. Parties: Identification of the indemnifying and indemnified parties, including full legal names and addresses as required under UAE law

2. Background: Context of the agreement, relationship between parties, and reference to relevant shareholder arrangements

3. Definitions: Definitions of key terms including 'Loss', 'Claims', 'Indemnified Matters', and other relevant terms

4. Scope of Indemnification: Detailed description of matters covered by the indemnification

5. Indemnification Obligations: Specific obligations of the indemnifying party, including financial coverage and timing

6. Limitations on Indemnification: Specific exclusions and monetary/temporal limitations on indemnification obligations

7. Procedure for Claims: Process for making and responding to indemnification claims, including notice requirements and timelines

8. Defense of Claims: Procedures for defending third-party claims and allocation of control over defense

9. Payment and Reimbursement: Mechanisms and timing for indemnification payments and expense reimbursement

10. Duration: Term of the indemnification obligations and survival periods

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

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

Optional Sections

1. Insurance Requirements: Required when parties want to specify insurance coverage requirements to support indemnification obligations

2. Security for Indemnification: Used when requiring security deposits, escrow arrangements, or guarantees

3. Tax Treatment: Include when tax implications of indemnification payments need to be addressed

4. Alternative Dispute Resolution: Optional clause for arbitration or mediation procedures specific to UAE

5. Subrogation Rights: Include when addressing rights of insurers or third parties to step into indemnification claims

6. Cross-Indemnification: Used when multiple parties have reciprocal indemnification obligations

7. Compliance with Sharia: Required for agreements needing explicit Sharia compliance provisions

Suggested Schedules

1. Schedule 1 - Indemnified Matters: Detailed list of specific matters covered by the indemnification

2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing indemnification claims

3. Schedule 3 - Pre-Existing Claims: List of known claims or circumstances that might give rise to claims

4. Schedule 4 - Excluded Claims: Specific exclusions from the indemnification coverage

5. Schedule 5 - Contact Details: Contact information for notices and claim submissions

6. Appendix A - Form of Claim Notice: Standard form for submitting indemnification claims

7. Appendix B - Power of Attorney: If required for claim defense or settlement authority

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
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Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Construction

Professional Services

Telecommunications

Transportation

Hospitality

Education

Media

Relevant Teams

Legal

Corporate Governance

Compliance

Risk Management

Finance

Board Secretariat

Corporate Affairs

Shareholder Relations

Investment

Executive Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Risk Manager

Board Director

Managing Director

Shareholder Relations Manager

Investment Director

Corporate Governance Officer

Company Secretary

Legal Counsel

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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