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Deed Of Indemnity And Access
"I need a Deed of Indemnity and Access for our newly appointed independent director who will join our Hong Kong fintech company on January 15, 2025, with standard protection and document access rights."
1. Parties: Identifies the company providing the indemnity and the director/officer receiving it
2. Background: Sets out the context, including the director's role and the company's desire to provide protection
3. Definitions and Interpretation: Defines key terms including 'Claims', 'Documents', 'Indemnified Amount', 'Liability', and interpretation rules
4. Indemnity: Core section detailing the scope of indemnification, including covered matters and exclusions
5. Access to Documents: Provisions regarding the director's right to access company documents, including duration and purposes
6. Claims Procedure: Process for making claims under the indemnity, including notification requirements and cooperation obligations
7. Confidentiality: Obligations regarding confidential information accessed under the deed
8. Duration and Termination: Period of coverage and circumstances where the deed may be terminated
9. Notices: How formal notices under the deed must be given
10. General Provisions: Standard boilerplate provisions including governing law, assignment, and severability
11. Execution: Formal execution blocks meeting deed requirements
1. Insurance: Details of D&O insurance arrangements and their interaction with the indemnity - include when insurance is part of the protection package
2. Tax Matters: Specific indemnities for tax-related liabilities - include for directors with tax-sensitive roles
3. Multiple Company Provisions: Provisions dealing with group companies and subsidiaries - include for corporate groups
4. Former Director Provisions: Special provisions for departed directors - include when the director has left or is leaving
5. Advancement of Legal Costs: Provisions for advancing legal costs before claim resolution - include for enhanced protection
6. Specific Risk Coverage: Coverage for specific identified risks or circumstances - include when particular risks need addressing
1. Claim Notice Form: Template form for making claims under the indemnity
2. Access Request Procedure: Detailed procedure for requesting and obtaining access to company documents
3. Covered Positions: List of positions/roles covered by the indemnity, particularly relevant for multiple appointments
4. Group Companies: List of related companies covered by the indemnity provisions
5. Insurance Policies: Details of relevant insurance policies and coverage
Authors
Applicable Law
Associated Company
Board
Business Day
Claim
Company Documents
Confidential Information
Costs
D&O Insurance Policy
Deed
Director
Effective Date
Excluded Liability
Group
Group Company
Indemnified Amount
Indemnified Party
Indemnity
Liability
Loss
Notice
Officer
Party/Parties
Permitted Purpose
Position
Proceedings
Professional Advisers
Related Body Corporate
Relevant Period
Representatives
Subsidiary
Tax
Term
Third Party Claim
Witness
Background
Definitions
Interpretation
Grant of Indemnity
Scope of Indemnity
Limitations on Indemnity
Document Access Rights
Duration of Access
Claims Procedure
Confidentiality
Insurance
Notice Requirements
Cooperation
Term and Termination
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Counterparts
Third Party Rights
Execution
Financial Services
Banking
Insurance
Technology
Healthcare
Manufacturing
Real Estate
Retail
Mining
Energy
Transportation
Professional Services
Education
Construction
Telecommunications
Legal
Corporate Secretarial
Board of Directors
Executive Committee
Risk Management
Compliance
Corporate Governance
Internal Audit
Senior Management
Director
Executive Director
Non-Executive Director
Independent Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Risk Officer
General Counsel
Board Chairman
Committee Chairman
Senior Executive
Managing Director
Executive Officer
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