The Nominee Director Indemnity Agreement is essential when appointing nominee directors in Singapore corporate structures. This document is particularly relevant for international businesses establishing presence in Singapore, providing crucial protection for individuals acting as nominee directors. The agreement ensures compliance with Singapore's Companies Act and regulatory requirements while clearly defining the scope of indemnification, duties, and protections. It's commonly used in corporate structuring, international business arrangements, and when local director requirements need to be fulfilled under Singapore law.
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1. Parties: Identifies the nominator and nominee director
2. Background: Explains the context and purpose of the nominee arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment: Terms of appointment as nominee director
5. Scope of Services: Detailed description of nominee director duties
6. Indemnification: Core indemnity provisions and coverage
7. Compliance Obligations: Legal and regulatory compliance requirements
8. Term and Termination: Duration and termination provisions
1. Insurance: Optional provisions for D&O insurance requirements and coverage
2. Confidentiality: Optional non-disclosure provisions for handling sensitive information
3. Remuneration: Optional payment terms for nominee services when compensation is provided
4. Power of Attorney: Optional provisions granting specific powers to nominee when additional authorization is needed
1. Schedule 1: Company Details: Details of the company for which nominee directorship is provided
2. Schedule 2: Scope of Services: Detailed list of nominee director responsibilities
3. Schedule 3: Fee Schedule: Breakdown of fees and payment terms if applicable
4. Appendix A: Compliance Checklist: List of regulatory requirements and compliance obligations
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