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Director Indemnity Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
A Director Indemnity Agreement is a crucial document for companies operating under Austrian law, used to provide protection and security to individuals serving as directors. This agreement becomes necessary when appointing new directors or updating existing arrangements to ensure comprehensive protection against personal liability. The document addresses the specific requirements of Austrian corporate law, including compliance with the Aktiengesetz and GmbH-Gesetz, while providing detailed provisions for indemnification coverage, claims procedures, and coordination with D&O insurance. It's particularly important in the context of increasing corporate governance requirements and growing director liability risks in Austria, serving as a key tool for attracting and retaining qualified directors while protecting both the company's and directors' interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions































Clauses






























Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Retail

Transportation and Logistics

Construction

Mining and Resources

Media and Entertainment

Biotechnology

Insurance

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Risk Management

Human Resources

Executive Management

Internal Audit

Corporate Affairs

Insurance

Relevant Roles

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

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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