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Advisory Board Indemnification Agreement
"I need an Advisory Board Indemnification Agreement for our Toronto-based biotech startup that's bringing on three new advisory board members in January 2025; we need comprehensive protection including specific provisions for intellectual property and clinical trial matters."
1. Parties: Identification of the company and the advisory board member
2. Background: Context of the appointment and purpose of the indemnification agreement
3. Definitions: Key terms including 'Proceeding', 'Expenses', 'Liability', and 'Indemnified Party'
4. Scope of Indemnification: Detailed description of what types of claims, losses, and expenses are covered
5. Limitations on Indemnification: Circumstances where indemnification will not be provided, such as deliberate fraud or criminal acts
6. Advancement of Expenses: Terms for advancing legal and other expenses before final disposition of a claim
7. Notification and Defense of Claim: Procedures for notifying the company of a claim and cooperation requirements
8. Insurance: Company's obligations regarding D&O insurance or similar coverage
9. Duration of Agreement: Term of the agreement and survival of rights after service ends
10. General Provisions: Standard clauses including governing law, notices, and amendments
1. Multiple Jurisdiction Provisions: Additional provisions when advisory board member serves in multiple jurisdictions
2. Tax Indemnity: Specific indemnification for tax-related claims or liabilities
3. Subrogation Rights: Company's rights to pursue claims against third parties
4. Priority of Payments: Order of priority when multiple indemnification sources exist
5. Change in Control: Special provisions that apply if the company undergoes a change in control
6. Alternative Dispute Resolution: Mediation or arbitration procedures for resolving disputes
1. Schedule A - Claim Notice Form: Standard form for notifying the company of an indemnification claim
2. Schedule B - Undertaking to Repay: Form of undertaking to repay advanced expenses if indemnification is ultimately not permitted
3. Schedule C - Insurance Policies: List of relevant insurance policies and coverage details
4. Schedule D - Expense Reimbursement Procedures: Detailed procedures for submitting and processing expense claims
5. Appendix 1 - Excluded Claims: Specific list of claims or circumstances excluded from indemnification
Authors
Advisory Board
Advisory Board Member
Company
Advance
Change in Control
Claim
D&O Insurance
Expenses
Good Faith
Indemnifiable Event
Indemnified Party
Liability
Loss
Proceeding
Related Entity
Representative
Service Period
Third Party Claim
Undertaking
Independent Legal Counsel
Applicable Law
Permitted Indemnification
Standards of Conduct
Excluded Claims
Governing Documents
Notice of Claim
Settlement
Subsidiaries
Board of Directors
Breach of Duty
Confidential Information
Defense Costs
Scope of Protection
Limitations and Exclusions
Insurance
Advancement of Expenses
Notice and Claims Procedure
Defense and Settlement
Determination of Entitlement
Subrogation
Duration and Survival
Contribution
Non-Exclusivity
Severability
Amendment
Assignment
Governing Law
Jurisdiction
Notices
Entire Agreement
Counterparts
Waiver
Confidentiality
Tax Matters
Dispute Resolution
Force Majeure
Interpretation
Third Party Rights
Cooperation
Technology
Healthcare
Financial Services
Biotechnology
Mining
Energy
Manufacturing
Professional Services
Education
Real Estate
Telecommunications
Cannabis
Clean Technology
Artificial Intelligence
Legal
Corporate Governance
Executive Leadership
Risk Management
Compliance
Corporate Secretary Office
Board Administration
Finance
Advisory Board Member
Chief Executive Officer
Corporate Secretary
General Counsel
Chief Legal Officer
Board Director
Chief Financial Officer
Chief Risk Officer
Corporate Governance Officer
VP Legal Affairs
Company Secretary
Chief Compliance Officer
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