Indemnification Agreement For Officers And Directors Template for Germany

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Key Requirements PROMPT example:

Indemnification Agreement For Officers And Directors

"I need an Indemnification Agreement for Officers and Directors for our German technology AG that operates across the EU, with specific coverage for cyber risks and cross-border activities, to be implemented by March 2025."

Document background
The Indemnification Agreement For Officers And Directors is a critical corporate governance document used in German business contexts to provide protection for company leadership against personal liability while performing their duties. This agreement becomes necessary when companies wish to attract and retain qualified leadership by offering protection beyond standard D&O insurance. Under German law, particularly the Stock Corporation Act (AktG) and Civil Code (BGB), such agreements must carefully balance the protection of officers and directors with mandatory statutory limitations on liability shields. The document typically coordinates with D&O insurance coverage and includes specific provisions for claim procedures, expense advancement, and defense rights, all while ensuring compliance with German corporate law requirements and governance standards.
Suggested Sections

1. Parties: Identification of the company and the indemnified person(s), including their roles and capacities

2. Background: Context of the agreement, including the appointment of the officer/director and the company's desire to provide indemnification

3. Definitions: Key terms including 'Proceedings', 'Losses', 'Claims', 'Indemnified Person', and other relevant definitions

4. Scope of Indemnification: Detailed description of what losses, claims, and expenses are covered by the indemnification

5. Limitations and Exclusions: Statutory limitations under German law and specific exclusions from indemnification coverage

6. Procedure for Claims: Process for notifying and handling indemnification claims, including requirements for documentation

7. Company's Right to Defense: Terms regarding the company's right to assume defense in proceedings and settlement authority

8. Advancement of Expenses: Provisions for advance payment of legal fees and other expenses

9. Duration and Survival: Term of the agreement and survival of indemnification rights after termination of service

10. Insurance Coordination: Relationship between this indemnification and any D&O insurance coverage

11. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

12. Miscellaneous: Standard provisions including severability, amendments, notices, and entire agreement clauses

Optional Sections

1. Subsidiary Coverage: Additional provisions for coverage of service at subsidiary companies, used when the indemnified person serves multiple entities

2. Cross-Border Activities: Special provisions for international activities, used when the officer/director operates in multiple jurisdictions

3. Specific Role Provisions: Additional terms specific to particular roles (e.g., CFO, CTO), used when role-specific risks need to be addressed

4. Change in Control: Provisions regarding continuation of indemnification after corporate restructuring, used when such events are anticipated

5. Tax Implications: Specific provisions regarding tax treatment of indemnification payments, used when tax consequences need clarification

6. Retirement Benefits: Extended coverage for retired officers/directors, used when post-retirement protection is desired

Suggested Schedules

1. Schedule A - Covered Positions: List of specific positions and roles covered by the indemnification

2. Schedule B - Notification Procedures: Detailed procedures for claim notification and processing

3. Schedule C - Insurance Policies: List of relevant D&O insurance policies and their relationship to the indemnification

4. Appendix 1 - Form of Undertaking: Standard form for the indemnified person's undertaking to repay advanced expenses if required

5. Appendix 2 - Claim Documentation Requirements: Checklist and requirements for supporting documentation for claims

6. Appendix 3 - Corporate Resolutions: Copies of relevant board resolutions authorizing the indemnification agreement

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
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Professional Services

Real Estate

Transportation and Logistics

Consumer Goods

Industrial

Media and Entertainment

Biotechnology

Construction

Relevant Teams

Legal

Corporate Governance

Risk Management

Compliance

Board Secretariat

Executive Office

Internal Audit

Finance

Human Resources

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Legal Officer

Board Member

Managing Director

Supervisory Board Member

Executive Director

Non-Executive Director

Division President

Regional Director

Company Secretary

Chief Risk Officer

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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