Advisory Board Indemnification Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Advisory Board Indemnification Agreement is a crucial document for Canadian companies seeking to attract and retain qualified individuals to serve on their advisory boards. This agreement is typically implemented when a company establishes an advisory board or appoints new advisory board members, providing them with protection against potential personal liability arising from their advisory role. The document is structured to comply with Canadian federal and provincial corporate laws, addressing the specific indemnification rights and obligations while considering the unique position of advisory board members who, unlike corporate directors, may have different liability exposures. It includes detailed provisions for expense advancement, claim procedures, and insurance requirements, ensuring advisory board members can serve with confidence while maintaining appropriate risk management for the company.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Technology

Healthcare

Financial Services

Biotechnology

Mining

Energy

Manufacturing

Professional Services

Education

Real Estate

Telecommunications

Cannabis

Clean Technology

Artificial Intelligence

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Risk Management

Compliance

Corporate Secretary Office

Board Administration

Finance

Relevant Roles

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

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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