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Director Indemnity Agreement
"I need a Director Indemnity Agreement under Austrian law for a technology startup that will be appointing three new board members in January 2025, with specific coverage for cybersecurity-related risks and multiple directorships within our group companies."
1. Parties: Identification of the company and the director entering into the indemnity agreement
2. Background: Recitals explaining the context of the agreement, including the director's appointment and the company's desire to provide indemnification
3. Definitions: Key terms used throughout the agreement, including 'Claims', 'Losses', 'Proceedings', and 'Indemnified Events'
4. Scope of Indemnity: Detailed description of what events, actions, and circumstances are covered by the indemnification
5. Limitations and Exclusions: Specific circumstances where indemnification will not apply, including willful misconduct, criminal acts, and breaches of fiduciary duty
6. Claims Procedure: Process for making claims under the agreement, including notification requirements and timeframes
7. Company's Rights and Obligations: The company's responsibilities in handling claims and providing defense
8. Director's Obligations: The director's duties in relation to claims, including cooperation and information provision
9. Duration and Survival: Term of the agreement and provisions that continue after termination
10. Insurance Coordination: Relationship between this indemnity and any D&O insurance coverage
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Advancement of Expenses: Optional provision for the company to advance legal costs before final determination, used when immediate financial support for defense costs is desired
2. Tax Implications: Specific provisions dealing with tax treatment of indemnification payments, included when tax considerations are particularly relevant
3. Multiple Directorships: Additional provisions for directors serving on multiple boards within a corporate group
4. Subsidiary Coverage: Extended coverage for directorships in subsidiary companies, used in corporate group contexts
5. Third Party Claims: Specific provisions for claims brought by third parties, used when external risks are significant
6. Settlement Authority: Provisions regarding authority to settle claims, included when specific settlement parameters are desired
1. Schedule 1 - Claim Notification Form: Standard form for notifying the company of claims under the agreement
2. Schedule 2 - Excluded Matters: Detailed list of specific exclusions from indemnification coverage
3. Schedule 3 - D&O Insurance Specifications: Details of existing D&O insurance coverage and its interaction with the indemnity
4. Schedule 4 - Procedure for Handling Claims: Detailed procedural steps for processing and managing claims
5. Appendix A - Board Resolution: Copy of the board resolution authorizing the indemnification agreement
6. Appendix B - Position Description: Description of the director's role and responsibilities relevant to the indemnity coverage
Authors
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Retail
Transportation and Logistics
Construction
Mining and Resources
Media and Entertainment
Biotechnology
Insurance
Legal
Corporate Governance
Board Secretariat
Compliance
Risk Management
Human Resources
Executive Management
Internal Audit
Corporate Affairs
Insurance
Board Director
Executive Director
Non-Executive Director
Managing Director
Supervisory Board Member
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
General Counsel
Independent Director
Nominee Director
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