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Nominee Director Indemnity Agreement
"Need a Nominee Director Indemnity Agreement for our Delaware-incorporated tech startup, ensuring comprehensive protection for a venture capital-nominated director who will join our board in January 2025, with specific coverage for tech sector risks and IP-related decisions."
1. Parties: Identifies the company and the nominee director
2. Background: Explains the context of the appointment and need for indemnification
3. Definitions: Defines key terms including 'Indemnified Events', 'Losses', 'Claims'
4. Scope of Indemnity: Details the extent and limitations of indemnification coverage
5. Procedure for Claims: Process for making and handling indemnification claims
6. Duration: Period of effectiveness of the indemnity
7. Governing Law: Specifies applicable jurisdiction and law
1. Insurance Provisions: Details about D&O insurance coverage when the company provides D&O insurance
2. Advancement of Expenses: Terms for advancing legal and other expenses when immediate cost coverage is needed
3. Third Party Rights: Rights of other parties to benefit from the agreement when protection extends to associated persons
4. Confidentiality: Provisions for maintaining confidentiality when sensitive information is involved
1. Schedule of Covered Events: Detailed list of events covered by indemnification
2. Claims Procedure: Detailed process for making and handling claims
3. Insurance Details: Specifics of D&O insurance coverage if applicable
4. Corporate Resolution: Board resolution approving the indemnification
Authors
Company
Nominee Director
Nominating Entity
Indemnified Events
Losses
Claims
Proceedings
Liabilities
Expenses
Legal Costs
Defense Costs
Directors and Officers Insurance
Insured Events
Governing Law
Jurisdiction
Effective Date
Term
Business Day
Confidential Information
Corporate Documents
Board
Board Resolution
Indemnification Period
Associated Person
Good Faith
Gross Negligence
Willful Misconduct
Material Breach
Notice
Claim Notice
Advancement of Expenses
Regulatory Authority
Related Party
Scope of Protection
Limitations and Exclusions
Claims Procedure
Advancement of Expenses
Insurance Coverage
Confidentiality
Duration and Survival
Notice Requirements
Cooperation
Defense of Claims
Settlement Authority
Subrogation Rights
Good Faith Obligations
Representations and Warranties
Amendment and Modification
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
Waiver
Third Party Rights
Costs and Expenses
Counterparts
Interpretation
Company Undertakings
Director Undertakings
Insurance Maintenance
Corporate Authorization
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