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Director Indemnity Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Director Indemnity Agreement is a vital corporate governance document used to provide protection to directors against personal liability arising from their duties and responsibilities. This agreement is particularly important in Hong Kong's complex business environment, where directors face significant responsibilities and potential liabilities under various ordinances and regulations. The document typically includes detailed provisions on the scope of indemnification, claim procedures, and exclusions, all aligned with the requirements of the Hong Kong Companies Ordinance. It is commonly implemented upon the appointment of new directors or as part of a company's review of its corporate governance framework. The agreement helps companies attract and retain qualified directors by offering them protection against personal liability while ensuring compliance with legal requirements and maintaining appropriate corporate accountability.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Banking

Insurance

Technology

Manufacturing

Retail

Healthcare

Real Estate

Professional Services

Energy

Telecommunications

Transportation

Mining

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Compliance

Risk Management

Corporate Governance

Board Support

Executive Office

Human Resources

Internal Audit

Finance

Relevant Roles

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

Industries






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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