All Countries
Corporate Governance
Director Indemnification Agreement

Director Indemnification Agreement Template for Hong Kong

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Director Indemnification Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Director Indemnification Agreement

"I need a Director Indemnification Agreement for our Hong Kong private technology company, protecting our newly appointed director who will start on March 1, 2025; please include standard D&O insurance provisions."

Celebrated by
Collaborations with
Investors
Document background
A Director Indemnification Agreement is a crucial document used to provide protection and security to directors in carrying out their duties and responsibilities. This agreement is particularly important in Hong Kong's business environment, where directors face significant responsibilities and potential liabilities under various ordinances and regulations. The document should be implemented when appointing new directors or updating existing indemnification arrangements to ensure alignment with current legal requirements and best practices. It typically includes detailed provisions on the scope of indemnification, claim procedures, advancement of expenses, and interaction with D&O insurance, all while staying within the parameters permitted by Hong Kong's Companies Ordinance and related regulations. The agreement is essential for both listed and private companies, helping attract and retain qualified directors by providing them with appropriate protection against personal liability.
Suggested Sections

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

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

3. Definitions: Key terms including 'Indemnifiable Events', 'Expenses', 'Claims', 'Proceedings', and other relevant definitions

4. Indemnification Obligation: Core provision detailing the company's obligation to indemnify the director

5. Scope of Indemnification: Specific circumstances and types of losses covered by the indemnification

6. Limitations and Exclusions: Statutory limitations and excluded events as per Hong Kong law

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

8. Claims Procedure: Process for making indemnification claims and required notifications

9. Company's Right to Defense: Company's rights regarding defense of claims and selection of counsel

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

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

Optional Sections

1. D&O Insurance: Provisions regarding the relationship between this indemnification and D&O insurance, used when the company maintains D&O coverage

2. Listed Company Provisions: Additional provisions required for listed companies under HKEX rules, used when the company is or intends to be listed

3. Multiple Jurisdictions: Additional provisions for directors serving multiple group companies or in different jurisdictions

4. Change in Control: Provisions ensuring indemnification survives corporate reorganizations, used when such events are anticipated

5. Regulatory Compliance: Special provisions for regulated industries (e.g., financial services), used when applicable to the company's business

Suggested Schedules

1. Form of Claim Notice: Standard form for director to submit indemnification claims

2. Excluded Events: Detailed list of circumstances where indemnification will not apply

3. D&O Insurance Details: Summary of D&O insurance coverage and relevant policy details

4. Related Companies: List of subsidiaries or affiliated companies covered by the indemnification, if applicable

5. Undertaking Form: Form of undertaking to be signed by director when requesting advancement of expenses

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Transportation

Mining

Education

Insurance

Biotechnology

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Management

Compliance

Risk Management

Corporate Governance

Human Resources

Relevant Roles

Director

Executive Director

Non-Executive Director

Independent Director

Board Chairman

Company Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Risk Manager

Compliance Officer

Board Committee Members

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and management in Hong Kong. Particularly sections 465-469 regarding permitted indemnity provisions for directors.
Securities and Futures Ordinance (Cap. 571): Regulates securities and futures markets, including directors' responsibilities in listed companies and disclosure obligations.
Prevention of Bribery Ordinance (Cap. 201): Anti-corruption law that affects directors' liabilities and conduct, particularly in relation to corrupt practices and benefits.
Corporate Governance Code: Part of the Hong Kong Exchange Listing Rules, providing principles and practices for director conduct and corporate governance standards.
Common Law Cases on Director Duties: Relevant case law establishing principles of directors' fiduciary duties, standard of care, and scope of indemnification.
Rules Governing the Listing of Securities on HKEX: If the company is listed, these rules contain additional requirements regarding director responsibilities and indemnification disclosures.
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

Find the exact document you need

Director Indemnity Agreement

A Hong Kong law-governed agreement establishing the terms under which a company indemnifies its directors against liabilities and expenses incurred in their official capacity.

find out more

Director Remuneration Confirmation Letter

A formal letter confirming director compensation arrangements under Hong Kong law, detailing all components of the remuneration package.

find out more

Executive Director Agreement

A Hong Kong law-governed agreement establishing the terms of appointment and employment for an executive director, including duties, remuneration, and obligations.

find out more

Managing Director Agreement

A Hong Kong law-governed agreement setting out employment terms and corporate governance obligations for a Managing Director's appointment.

find out more

Director Indemnification Agreement

A Hong Kong law-governed agreement establishing the terms under which a company indemnifies its directors against liabilities and expenses incurred in their official capacity.

find out more

Independent Contractor Work For Hire Agreement

Hong Kong-governed agreement establishing independent contractor relationship and work-for-hire arrangements between service provider and client company.

find out more

Non Exclusive Trademark License Agreement

A Hong Kong law-governed agreement granting non-exclusive rights to use registered trademarks, while maintaining the licensor's ability to license to others.

find out more

Director Fee Agreement

A Hong Kong law-governed agreement establishing the terms and conditions of a director's compensation for board service.

find out more

Director Employment Agreement

A Hong Kong law-governed agreement setting out terms and conditions for a director's appointment, including both corporate and employment aspects.

find out more

Managing Director Contract Of Employment

Hong Kong law-governed employment contract for Managing Directors, combining standard employment terms with director duties and corporate governance obligations.

find out more

Director Employment Contract

Hong Kong law-governed employment agreement for appointing company directors, covering both executive and board member duties.

find out more

Exit Agreement

A Hong Kong law-governed agreement that documents the terms and conditions of employment termination between an employer and employee.

find out more

Exclusivity Contract

A Hong Kong law-governed agreement establishing exclusive business rights and obligations between parties, defining scope, duration, and territorial limits of exclusivity.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.