Corporate Indemnification Agreement Template for India

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Key Requirements PROMPT example:

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."

Document background
The Corporate Indemnification Agreement serves as a crucial risk management tool for companies operating under Indian jurisdiction, providing essential protection for directors, officers, and key personnel in the execution of their corporate duties. This agreement becomes particularly important in today's complex business environment where corporate officers face increasing scrutiny and potential liability. Governed by Indian law, particularly the Companies Act, 2013, and the Indian Contract Act, 1872, the agreement details the scope of protection, including coverage for legal expenses, judgments, fines, and settlements, while establishing clear procedures for claiming indemnification. It is commonly implemented when appointing new directors or officers, updating corporate governance policies, or enhancing risk management frameworks, and may be customized based on specific industry requirements and regulatory considerations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Technology

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Retail

Infrastructure

Education

Pharmaceuticals

Insurance

Banking

Automotive

Mining and Natural Resources

Relevant Teams

Legal

Compliance

Risk Management

Corporate Governance

Board Secretariat

Human Resources

Finance

Internal Audit

Corporate Affairs

Executive Management

Relevant Roles

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

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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