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Director Indemnification Agreement

Director Indemnification Agreement Template for Ireland

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Key Requirements PROMPT example:

Director Indemnification Agreement

"I need a Director Indemnification Agreement for our newly appointed board members starting March 2025, which should cover their activities across our Irish headquarters and international subsidiaries in the UK and Germany, with particular attention to cross-border liability protection."

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Document background
The Director Indemnification Agreement is a fundamental document in Irish corporate governance, typically implemented when a director is appointed or as part of a company's risk management strategy update. It serves to protect directors while performing their duties by clearly defining the scope and process of indemnification under Irish law. The agreement is essential in today's complex business environment where directors face increasing scrutiny and potential liability. It addresses various scenarios including legal proceedings, regulatory investigations, and other claims that may arise during or after their tenure. The document must comply with the Companies Act 2014 and other relevant Irish legislation, while also considering practical aspects such as D&O insurance coordination and expense advancement procedures. This agreement is particularly crucial for companies seeking to attract and retain qualified directors by providing them with comprehensive protection against personal liability while serving on the board.
Suggested Sections

1. Parties: Identification of the company and the director being indemnified

2. Background: Context of the agreement, including director's appointment and purpose of indemnification

3. Definitions: Key terms used throughout the agreement, including 'Proceedings', 'Liabilities', 'Claims', etc.

4. Indemnification: Core provisions detailing the scope and extent of indemnification obligations

5. Limitations on Indemnification: Statutory and regulatory restrictions on indemnification under Irish law

6. Notification and Defense of Claims: Procedures for notifying the company of claims and managing defense proceedings

7. Advancement of Expenses: Terms for advance payment of legal and other expenses

8. Determination of Entitlement: Process for determining whether indemnification is appropriate in specific cases

9. D&O Insurance: Provisions regarding maintenance of directors' and officers' liability insurance

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

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

Optional Sections

1. Additional Indemnification Rights: Used when the director has separate indemnification rights under the constitution or other agreements

2. Regulatory Compliance: Additional provisions for regulated entities or financial institutions

3. International Coverage: Added for directors with responsibilities in multiple jurisdictions

4. Subsidiary Coverage: Include when director serves on boards of subsidiary companies

5. Tax Indemnification: Specific provisions for tax-related liabilities and obligations

6. Contribution: Provisions for cases where full indemnification is not available but partial contribution is permitted

Suggested Schedules

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

2. Schedule 2 - Pre-existing Claims: Details of any known claims or proceedings at the time of agreement

3. Schedule 3 - D&O Insurance Specifications: Details of required insurance coverage including limits and terms

4. Appendix A - Form of Undertaking: Standard form for director's undertaking to repay advanced expenses if indemnification proves inappropriate

5. Appendix B - Claims Notification Procedure: Detailed procedures for notifying and handling claims

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

Healthcare

Retail

Professional Services

Energy

Transportation

Real Estate

Telecommunications

Education

Non-Profit

Construction

Mining

Agriculture

Media and Entertainment

Relevant Teams

Legal

Compliance

Risk Management

Corporate Governance

Board Secretariat

Executive Leadership

Finance

Human Resources

Internal Audit

Relevant Roles

Director

Non-Executive Director

Executive Director

Board Chairman

Company Secretary

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Governance Officer

Risk Management Officer

Compliance Officer

Board Committee Chairs

Managing Director

Industries
Companies Act 2014: The primary legislation governing company law in Ireland, including provisions on directors' duties, responsibilities, and potential liabilities (particularly sections 233-235 regarding directors' duties and section 235 regarding indemnification)
Central Bank Reform Act 2010: Relevant for financial institutions, containing provisions affecting director responsibilities and potential liabilities in regulated financial entities
Civil Liability Act 1961: Contains provisions regarding civil liability and contribution between wrongdoers, which may affect the scope and enforcement of indemnification provisions
Criminal Justice (Corruption Offences) Act 2018: Contains provisions regarding corporate liability and responsibility of officers, which may affect the scope of indemnifiable actions
Corporate Governance Requirements: Central Bank of Ireland's corporate governance requirements and codes that may affect director obligations and indemnification scope
Data Protection Act 2018: Implements GDPR in Ireland and contains provisions about director liability for data protection breaches, which may need to be addressed in indemnification
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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