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Shareholder Indemnification Agreement
"I need a Shareholder Indemnification Agreement for a South African technology company preparing for IPO in March 2025, with specific protection for founding shareholders against claims related to pre-IPO operations and intellectual property matters."
1. Parties: Identification of the indemnifying and indemnified parties, including company details and shareholder information
2. Background: Context of the agreement, relationship between parties, and relevant corporate structure
3. Definitions: Detailed definitions of terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Claims'
4. Scope of Indemnification: Detailed description of what events, actions, and circumstances are covered by the indemnification
5. Indemnification Procedures: Process for making claims, notice requirements, and handling of claims
6. Limitations on Indemnification: Specific exclusions, monetary caps, and time limitations on indemnification obligations
7. Defense of Claims: Procedures for defending against third-party claims and allocation of defense costs
8. Payment and Reimbursement: Terms for payment of indemnified amounts and reimbursement procedures
9. Duration: Term of the indemnification obligations and survival periods
10. Representations and Warranties: Standard representations regarding authority to enter agreement and accuracy of information
11. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment restrictions
1. Insurance Requirements: Specifies insurance obligations when parties agree to maintain specific coverage
2. Tax Implications: Specific provisions regarding tax treatment of indemnification payments when tax matters are significant
3. Cross-Indemnification: Mutual indemnification provisions when multiple parties are indemnifying each other
4. Advancement of Expenses: Provisions for advancing defense costs before final determination, commonly used for director/officer indemnification
5. Subrogation Rights: Provisions regarding rights of subrogation when insurance is involved
6. Special Circumstances: Additional provisions for unique situations such as specific transactions or risks
7. Third Party Rights: Provisions regarding the rights of third parties to claim under the agreement when relevant
1. Schedule A - Indemnified Parties: Comprehensive list of all individuals and entities covered by the indemnification
2. Schedule B - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
3. Schedule C - Excluded Claims: List of specific exclusions from the indemnification coverage
4. Schedule D - Insurance Requirements: Detailed insurance requirements including types, amounts, and carriers
5. Appendix 1 - Claims Procedures: Detailed procedures for making and processing indemnification claims
6. Appendix 2 - Corporate Resolutions: Copies of relevant corporate resolutions authorizing the indemnification
7. Appendix 3 - Related Agreements: Copies or summaries of related agreements referenced in the main agreement
Authors
Affiliate
Business Day
Change of Control
Claim
Companies Act
Company
Confidential Information
Control
Defense Costs
Director
Effective Date
Encumbrance
Group
Group Company
Indemnified Party
Indemnifying Party
Indemnified Events
Indemnification Period
Judgment
Laws
Liability
Loss
Material Adverse Effect
Notice
Officer
Parties
Person
Proceeding
Related Party
Representatives
Settlement
Shareholder
Shares
Subsidiary
South African Law
Tax
Third Party Claim
Transaction Documents
ZAR
Definitions
Scope of Indemnification
Exclusions from Indemnification
Indemnification Procedures
Notice Requirements
Defense of Claims
Settlement Procedures
Payment Obligations
Limitations of Liability
Duration and Survival
Insurance Requirements
Subrogation Rights
Representations and Warranties
Confidentiality
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Counterparts
Third Party Rights
Good Faith
Termination
Financial Services
Mining
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Agriculture
Construction
Transportation
Private Equity
Venture Capital
Legal
Compliance
Corporate Governance
Risk Management
Finance
Corporate Affairs
Board Secretariat
Shareholder Relations
Investment Relations
Treasury
Corporate Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Attorney
Risk Manager
Compliance Officer
Board Director
Managing Director
Financial Director
Corporate Governance Officer
Shareholder Relations Manager
Investment Manager
Corporate Development Director
Treasury Manager
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