Nominee Director Indemnity Agreement Template for United States

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Key Requirements PROMPT example:

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."

Document background
The Nominee Director Indemnity Agreement is essential when appointing nominee directors to corporate boards under U.S. jurisdiction. This agreement is particularly important in situations where individuals take on directorship roles at the request of another party, such as investors or parent companies. The document outlines comprehensive indemnification provisions, protecting the nominee director against potential claims, legal expenses, and liabilities arising from their role. It ensures compliance with state corporate laws, federal securities regulations, and fiduciary duty requirements while providing necessary protection for individuals serving in this capacity.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Industries

Corporate Law: Including Delaware General Corporation Law (if applicable), state-specific corporate laws, Model Business Corporation Act provisions, and state-specific director indemnification statutes

Federal Securities Laws: Key federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act 2002, and Dodd-Frank Act

Fiduciary Duty Laws: State laws governing director duties, including business judgment rule, duty of care, duty of loyalty, and duty of good faith

Insurance Laws: Directors and Officers (D&O) insurance regulations and state-specific insurance laws affecting indemnification

Tax Considerations: Internal Revenue Code provisions and tax implications related to indemnification payments

Contract Law: State-specific contract laws, enforceability requirements, and consideration requirements for valid agreements

Public Policy Considerations: Limitations on indemnification for intentional wrongdoing, criminal acts, and public policy exceptions

Disclosure Requirements: SEC filing requirements (if applicable) and state-specific disclosure obligations

Limitation of Liability: State laws regarding limitation of director liability and provisions in articles of incorporation

Procedural Requirements: Requirements for advancement of expenses, determination of indemnification eligibility, and claims procedures

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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