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Director Indemnity Agreement
"I need a Director Indemnity Agreement for a Hong Kong fintech startup that's planning to list on HKEX in March 2025, with specific provisions for cryptocurrency-related risks and enhanced D&O insurance coverage."
1. Parties: Identifies the company and the director entering into the agreement
2. Background: Explains the context of the agreement, including the director's appointment and the company's desire to provide indemnification
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Events', 'Proceedings', 'Losses', etc.
4. Scope of Indemnification: Details the circumstances and types of losses for which the director will be indemnified
5. Exclusions: Specifies situations where indemnification will not apply, such as fraud, willful misconduct, or criminal acts
6. Procedure for Claims: Sets out the process for the director to make claims under the indemnity
7. Company's Obligations: Details the company's responsibilities in responding to claims and providing defense
8. Director's Obligations: Specifies the director's duties in relation to claims, including notification requirements and cooperation
9. Duration and Survival: Establishes how long the indemnity remains in effect, including after directorship termination
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. General Provisions: Standard boilerplate clauses including amendments, notices, and severability
1. D&O Insurance: Details regarding directors and officers insurance coverage, when the company provides such insurance
2. Multiple Directorships: Additional provisions for directors who serve on multiple boards within a corporate group
3. Listed Company Provisions: Additional provisions required for directors of listed companies, including stock exchange requirements
4. Advancement of Expenses: Provisions for advancing legal expenses before final disposition of a claim
5. Tax Indemnity: Specific indemnification for tax-related liabilities, if applicable
6. Confidentiality: Additional confidentiality obligations beyond standard director duties
7. Corporate Group Coverage: Extended coverage for directorships in subsidiaries or affiliated companies
1. Schedule 1 - Scope of Indemnified Events: Detailed list of specific events and circumstances covered by the indemnity
2. Schedule 2 - Claims Procedures: Detailed procedures and requirements for making and processing indemnification claims
3. Schedule 3 - Insurance Details: Details of any D&O insurance policy, including coverage limits and key terms
4. Appendix A - Board Resolution: Copy of board resolution approving the indemnification agreement
5. Appendix B - Company Constitutional Documents: Relevant excerpts from articles of association regarding director indemnification
Authors
Financial Services
Banking
Insurance
Technology
Manufacturing
Retail
Healthcare
Real Estate
Professional Services
Energy
Telecommunications
Transportation
Mining
Education
Construction
Media and Entertainment
Legal
Corporate Secretarial
Compliance
Risk Management
Corporate Governance
Board Support
Executive Office
Human Resources
Internal Audit
Finance
Director
Executive Director
Non-Executive Director
Independent Director
Chairman
CEO
Company Secretary
General Counsel
Chief Legal Officer
Corporate Governance Officer
Risk Management Officer
Compliance Officer
Board Committee Member
Managing Director
Executive Committee Member
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