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Employee Indemnification Agreement
"I need an Employee Indemnification Agreement under New Zealand law for our technology startup's senior developers who will be working on artificial intelligence projects, with specific coverage for intellectual property decisions and algorithm deployment risks."
1. Parties: Identifies the company providing indemnification and the employee being indemnified
2. Background: Explains the context and purpose of the agreement, including the employment relationship
3. Definitions: Defines key terms including 'Indemnified Events', 'Claims', 'Losses', 'Proceedings', and other relevant terminology
4. Scope of Indemnification: Details the specific circumstances and types of claims covered by the indemnification
5. Exclusions from Indemnification: Clearly states what events or actions are not covered by the indemnification
6. Conditions of Indemnification: Outlines the conditions that must be met for the indemnification to be valid
7. Notification and Claims Procedure: Specifies the process for notifying the company of claims and how claims will be handled
8. Company's Rights and Obligations: Details the company's rights in defending claims and its obligations to the employee
9. Employee's Obligations: Specifies the employee's duties in cooperation, disclosure, and conduct
10. Duration and Survival: States how long the indemnification remains in effect, including post-employment coverage
11. General Provisions: Standard contract clauses including governing law, amendments, and severability
1. Insurance Coverage: Required when the company maintains D&O or other relevant insurance policies that interact with the indemnification
2. International Coverage: Needed when the employee operates across multiple jurisdictions
3. Advancement of Expenses: Optional section for when the company agrees to advance legal fees and other expenses
4. Special Risk Categories: Required for employees in high-risk positions or industries with specific liability concerns
5. Change in Control Provisions: Needed when protection is required in case of company ownership changes
6. Tax Implications: Required when indemnification payments may have significant tax consequences
7. Dispute Resolution: Optional detailed procedures for resolving disputes about indemnification claims
1. Schedule 1: Specified Positions and Roles: Lists specific positions and roles covered by enhanced or modified indemnification terms
2. Schedule 2: Insurance Policies: Details of relevant insurance policies that complement the indemnification
3. Schedule 3: Claims Procedures: Detailed step-by-step procedures for making and processing indemnification claims
4. Appendix A: Form of Claim Notice: Standard template for submitting indemnification claims
5. Appendix B: Excluded Events: Detailed list of specific events or circumstances excluded from indemnification coverage
Authors
Applicable Law
Board
Claim
Company
Competing Business
Confidential Information
Costs
Court
Director
Effective Date
Employee
Excluded Acts
Expenses
Good Faith
Group
Indemnified Amount
Indemnified Events
Indemnified Person
Insurance Policy
Legal Proceedings
Liabilities
Losses
Notice
Officer
Parent Company
Party/Parties
Position
Proceeding
Related Company
Relevant Period
Settlement
Subsidiary
Term
Territory
Third Party
Wilful Misconduct
Scope of Indemnification
Exclusions
Duration
Claims Procedure
Defense of Claims
Insurance
Advancement of Expenses
Notification Requirements
Cooperation
Settlement Authority
Subrogation
Assignment
Confidentiality
Representations and Warranties
Good Faith
Limitations of Liability
Termination
Survival
Amendment
Waiver
Severability
Entire Agreement
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Costs and Expenses
Third Party Rights
Financial Services
Healthcare
Manufacturing
Technology
Professional Services
Construction
Mining and Resources
Retail and Consumer Goods
Education
Transportation and Logistics
Energy
Telecommunications
Executive Leadership
Finance
Legal
Operations
Human Resources
Risk Management
Compliance
Sales and Marketing
Research and Development
Information Technology
Project Management
Investment
Corporate Development
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Director
Senior Manager
Department Head
Project Manager
Risk Manager
Operations Manager
Financial Controller
Legal Counsel
Human Resources Manager
Sales Director
Technical Lead
Research Director
Investment Manager
Compliance Officer
Board Member
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