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Employee Indemnification Agreement
"Need an Employee Indemnification Agreement for our Singapore-based fintech startup's new Chief Technology Officer, with specific coverage for cyber security incidents and regulatory investigations, to be effective from March 2025."
1. Parties: Identifies the company and employee being indemnified
2. Background: States the context and purpose of the indemnification
3. Definitions: Defines key terms including 'Indemnified Events', 'Losses', 'Claims'
4. Scope of Indemnification: Details what events and losses are covered by the agreement
5. Exclusions: Specifies what is not covered by the indemnification
6. Procedure for Claims: Process for making and handling indemnification claims
7. Duration: Period of coverage and survival provisions
1. Insurance Provisions: Details the relationship with D&O insurance and other insurance matters when company maintains D&O insurance
2. Advance Payment Provisions: Terms and conditions for advance payment of legal costs when company agrees to advance defense costs
3. Change in Control: Provisions dealing with the effect of corporate changes on indemnification, typically used for senior executives
1. Schedule 1 - Schedule of Covered Positions: Comprehensive list of roles and responsibilities covered under the indemnification
2. Schedule 2 - Claims Procedure: Detailed step-by-step process for making and handling claims
3. Schedule 3 - Insurance Details: Summary of relevant insurance policies and their relationship to the indemnification
Authors
Applicable Law
Board
Company
Claim
Covered Event
Directors and Officers
Employee
Excluded Claims
Expenses
Good Faith
Indemnifiable Event
Indemnified Party
Indemnifying Party
Liability
Losses
Notice of Claim
Official Capacity
Proceedings
Professional Services
Related Entity
Scope of Employment
Term
Third Party
Willful Misconduct
Exclusions from Indemnification
Notice Requirements
Defense of Claims
Settlement Authority
Payment of Expenses
Advancement of Expenses
Insurance
Duration and Survival
Subrogation
Good Faith Determination
Change in Control
Non-Exclusivity
Severability
Governing Law
Dispute Resolution
Amendment and Modification
Notices
Entire Agreement
Assignment
Third Party Rights
Waiver
Cooperation
Confidentiality
Termination
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