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Corporate Indemnification Agreement
I need a Corporate Indemnification Agreement for a newly appointed CEO of our Toronto-based technology company, with enhanced protection for international operations and specific coverage for regulatory investigations.
1. Parties: Identifies the corporation providing indemnification and the person(s) being indemnified
2. Background: Explains the context of the agreement and the relationship between the parties
3. Definitions: Defines key terms including 'Indemnified Matters', 'Proceedings', 'Expenses', and other relevant terms
4. Indemnification Obligation: Details the corporation's core obligation to indemnify, including scope and limitations
5. Advancement of Expenses: Specifies terms for advancement of legal and other expenses before final disposition
6. Notification and Defense: Procedures for notifying the corporation of claims and managing defense
7. Determination of Entitlement: Process for determining whether indemnification is appropriate in specific cases
8. Insurance: Provisions regarding D&O insurance and its relationship to indemnification
9. Duration: Term of the agreement and survival of obligations
10. General Provisions: Standard clauses including notices, amendment, assignment, governing law, etc.
1. Contribution: Used when multiple parties may have indemnification obligations to address sharing of costs
2. Change in Control: Added to ensure protection continues after corporate ownership changes
3. Tax Matters: Included when specific tax treatment of indemnification payments needs to be addressed
4. Subrogation: Added when the corporation may have rights against third parties
5. Spousal Extension: Used to extend protection to spouses in jurisdictions where they might face liability
6. Severability of Invalid Provisions: Detailed severability provisions when parts of the agreement might face enforceability challenges
7. Priority of Payments: Added when multiple indemnification obligations exist to establish payment priority
1. Schedule A - Form of Undertaking: Standard form for indemnified party to request advancement of expenses
2. Schedule B - Claim Notification Procedures: Detailed procedures for notifying corporation of claims and required information
3. Schedule C - Insurance Policies: List and details of relevant D&O insurance policies
4. Appendix 1 - Excluded Matters: Specific exclusions from indemnification coverage
5. Appendix 2 - Form of Release: Standard form for releasing corporation upon settlement or resolution
Authors
Financial Services
Technology
Manufacturing
Healthcare
Energy
Mining
Real Estate
Professional Services
Retail
Telecommunications
Transportation
Construction
Agriculture
Education
Legal
Corporate Governance
Compliance
Risk Management
Board Services
Executive Office
Corporate Secretary Office
Internal Audit
Human Resources
Finance
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Board Director
Independent Director
Corporate Secretary
General Counsel
Chief Legal Officer
Chief Risk Officer
Executive Vice President
Senior Vice President
Board Chair
Committee Chair
Managing Director
Chief Compliance Officer
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