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Corporate Indemnification Agreement
"I need a Corporate Indemnification Agreement for our newly listed technology company in India, specifically covering our board of directors and senior management team, with additional provisions for cross-border operations as we're expanding into Southeast Asian markets in March 2025."
1. Parties: Identification of the indemnifying company and the indemnified parties (typically directors, officers, or other specified individuals)
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification
3. Definitions: Detailed definitions of key terms including 'Indemnified Events', 'Losses', 'Claims', 'Proceedings', etc.
4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered by the indemnification
5. Exclusions from Indemnification: Specific circumstances or actions that are explicitly excluded from indemnification coverage
6. Procedure for Claims: Process for making and handling indemnification claims, including notification requirements and timelines
7. Defense of Claims: Provisions regarding the conduct of defense in legal proceedings, including choice of counsel and settlement authority
8. Advancement of Expenses: Terms for advancement of legal and other expenses before final determination of indemnification eligibility
9. Insurance: Provisions regarding maintenance of D&O insurance and its relationship to indemnification obligations
10. Duration and Survival: Term of the agreement and survival of obligations after termination
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution
12. General Provisions: Standard contractual provisions including notices, amendments, assignment, and severability
1. Subrogation Rights: Used when the company wishes to preserve rights to recover from third parties - included when there's significant risk of third-party liability
2. Tax Implications: Include when indemnification payments might have significant tax consequences requiring specific handling
3. Multiple Indemnitors: Used when there are multiple entities providing indemnification, establishing priority and contribution rights
4. Regulatory Compliance: Include for regulated industries or when specific regulatory requirements affect indemnification
5. Cross-Border Provisions: Include when the indemnified party operates in multiple jurisdictions
6. Alternative Dispute Resolution: Optional mechanism for resolving disputes through mediation or arbitration
7. Security for Indemnification: Include when specific assets or security are pledged to support indemnification obligations
1. Schedule A - Indemnified Persons: List of all individuals covered by the indemnification agreement, including their roles and capacities
2. Schedule B - Specific Indemnified Events: Detailed listing of specific events or circumstances that are explicitly covered by the indemnification
3. Schedule C - Insurance Coverage: Details of existing D&O insurance policies, including coverage limits and key terms
4. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims
5. Appendix 2 - Board Resolution: Copy of board resolution authorizing the indemnification agreement
6. Appendix 3 - Undertaking Form: Standard form for undertakings required from indemnified persons in case of expense advancement
Authors
Agreement
Applicable Law
Articles of Association
Board of Directors
Claim
Company
Companies Act
Corporate Status
D&O Insurance
Effective Date
Expenses
Good Faith
Indemnifiable Event
Indemnified Party
Indemnifying Party
Independent Legal Counsel
Liability
Loss
Memorandum of Association
Notice
Officer
Parties
Proceeding
Related Entity
Representatives
SEBI
Settlement
Subsidiary
Term
Third Party Claim
Undertaking
Voting Securities
Willful Misconduct
Gross Negligence
Corporate Opportunity
Change in Control
Determination
Disinterested Director
Excluded Claim
Reviewing Party
Special Legal Counsel
Standard of Conduct
Material Change
Scope of Indemnity
Exclusions
Claims Procedure
Defense of Claims
Settlement Authority
Expense Advancement
Insurance Coverage
Subrogation
Notice Requirements
Good Faith Determination
Duration
Survival
Regulatory Compliance
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Assignment
Severability
Entire Agreement
Confidentiality
Force Majeure
Notices
Third Party Rights
Waiver
Counterparts
Costs and Expenses
Representations and Warranties
Tax Matters
Cooperation
Priority of Payments
Contribution
Remedies
Term and Termination
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Retail
Infrastructure
Education
Pharmaceuticals
Insurance
Banking
Automotive
Mining and Natural Resources
Legal
Compliance
Risk Management
Corporate Governance
Board Secretariat
Human Resources
Finance
Internal Audit
Corporate Affairs
Executive Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Board Director
Independent Director
Managing Director
Executive Director
Chief Operating Officer
Chief Risk Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Compliance Officer
Risk Manager
Board Committee Member
Senior Vice President
Vice President
Department Head
Division Director
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