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Indemnification Agreement For Officers And Directors
"I need an Indemnification Agreement For Officers And Directors for my Singapore-based technology startup that's planning to IPO in 2025, with specific provisions for advancement of legal expenses and enhanced protection against shareholder litigation."
1. Parties: Identification of the company and the officer/director being indemnified
2. Background: Context of the agreement and appointment of the officer/director
3. Definitions: Key terms including 'Proceedings', 'Losses', 'Indemnified Events', etc.
4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered
5. Exclusions: Specific circumstances where indemnification will not apply
6. Procedure for Claims: Process for making indemnification claims and company's response obligations
7. Insurance Provisions: Requirements for D&O insurance maintenance and coordination
8. Duration and Survival: Term of the agreement and survival provisions
1. Advancement of Expenses: Terms for advancing legal fees and expenses before final determination of indemnification eligibility
2. Change in Control: Provisions addressing continuation of indemnification after ownership changes or corporate restructuring
3. Subrogation Rights: Company's rights to recover payments from third parties responsible for losses
4. Tax Implications: Treatment of indemnification payments for tax purposes and related obligations
1. Form of Claim Notice: Standard template for making indemnification claims
2. Insurance Requirements: Detailed specifications for required D&O insurance coverage
3. Excluded Events: Detailed list of events not covered by indemnification
4. Corporate Resolution: Board resolution approving the indemnification agreement
Authors
Board
Company
Corporate Status
Director
D&O Insurance
Expenses
Indemnifiable Event
Indemnified Party
Losses
Officer
Proceeding
Claim
Change in Control
Subsidiary
Third Party Proceeding
Advancement
Good Faith
Independent Legal Counsel
Related Entity
Applicable Law
Governing Documents
Notice of Claim
Standard of Conduct
Determination
Disinterested Director
Enterprise
Voting Securities
Liabilities
Insurance Policy
Insurance Requirements
Advancement of Expenses
Claims Procedure
Exclusions and Limitations
Duration and Survival
Notice Requirements
Cooperation
Subrogation
Change in Control
Assignment
Confidentiality
Amendment and Waiver
Severability
Governing Law
Dispute Resolution
Entire Agreement
Third Party Rights
Enforcement
Good Faith
Contribution
Insurance Coordination
Repayment Obligations
Notification of Proceedings
Defense of Claims
Rights to Information
Non-Exclusivity
Remedies
Interpretation
Counterparts
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