Director Indemnity Agreement Template for Switzerland

The Director Indemnity Agreement is essential for companies seeking to attract and retain qualified directors by providing them with comprehensive protection against personal liability. This document is typically implemented upon a director's appointment or as part of a company's corporate governance update. Under Swiss law, while companies cannot indemnify directors for willful misconduct or criminal acts, they can provide protection for actions taken in good faith and in the company's best interests. The agreement details the scope of indemnification, claims procedures, and the relationship with D&O insurance, ensuring directors can perform their duties without undue concern about personal liability exposure. It's particularly important in today's complex business environment where directors face increasing scrutiny and potential liability from various stakeholders.

1. Parties: Identification of the company and the director entering into the indemnity agreement

2. Background: Context of the agreement, director's appointment, and company's intention to provide indemnification

3. Definitions: Key terms including 'Proceedings', 'Losses', 'Indemnified Events', and 'Excluded Events'

4. Scope of Indemnification: Detailed description of what events, actions, and costs are covered by the indemnity

5. Exclusions: Specific circumstances where indemnification will not apply, including willful misconduct and criminal acts

6. Procedure for Claims: Process for director to make claims under the indemnity, including notification requirements and timing

7. Advancement of Expenses: Terms for advancing legal and other expenses before final disposition of proceedings

8. Company's Right to Defend: Company's rights to participate in defense and settlement of claims

9. Insurance: Relationship between this indemnity and D&O insurance coverage

10. Duration and Survival: Term of the agreement and survival of indemnification rights after directorship ends

11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices