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.
Nominee Director Indemnity Agreement for the 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."
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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
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
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
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