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Nominee Director Indemnity Agreement

Nominee Director Indemnity Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

I need a Nominee Director Indemnity Agreement for our DIFC-registered technology company, where we're appointing a professional corporate services provider as nominee director from March 2025, with specific provisions for tech sector compliance and data protection requirements.

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Document background
The Nominee Director Indemnity Agreement is essential in the UAE corporate landscape where nominee director arrangements are common across various business structures. This document is particularly crucial in situations where individuals are appointed as nominee directors to represent interests of other parties while maintaining compliance with local ownership and management requirements. The agreement provides comprehensive protection for nominee directors by clearly defining their rights, responsibilities, and indemnification scope under UAE law. It includes specific provisions addressing UAE Commercial Companies Law requirements, relevant free zone regulations, and anti-money laundering compliance obligations. The document is typically used when establishing new corporate structures, appointing nominee directors, or updating existing nominee arrangements to ensure proper risk management and legal compliance.
Suggested Sections

1. Parties: Identifies the appointing company/shareholders and the nominee director

2. Background: Sets out the context of the appointment and the purpose of the indemnity arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the nominee director's appointment and duration

5. Scope of Duties: Defines the nominee director's responsibilities and limitations

6. Indemnification: Core indemnity provisions and scope of protection

7. Limitations on Indemnity: Specifies circumstances where indemnity doesn't apply

8. Process for Claims: Procedures for making and handling indemnification claims

9. Representations and Warranties: Key statements and guarantees from both parties

10. Confidentiality: Obligations regarding confidential information

11. Governing Law and Jurisdiction: Specifies UAE law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Insurance: Details of D&O insurance requirements and coverage - include if insurance is part of the protection package

2. Free Zone Provisions: Additional provisions specific to DIFC or ADGM - include if company operates in free zones

3. Multiple Appointors: Additional provisions for cases with multiple appointing parties

4. Anti-Money Laundering Compliance: Specific AML compliance obligations - include for high-risk sectors

5. Power of Attorney: Details of any power of attorney granted - include if specific powers are delegated

6. Fee Structure: Details of nominee director fees and payment terms - include if compensation is part of the arrangement

Suggested Schedules

1. Schedule 1 - Company Details: Details of the company including registration number, address, and corporate structure

2. Schedule 2 - Scope of Appointment: Detailed description of nominee director's role, responsibilities, and limitations

3. Schedule 3 - Indemnified Matters: Comprehensive list of matters covered by the indemnity

4. Schedule 4 - Claims Procedure: Detailed procedure for making and handling indemnification claims

5. Appendix A - Required Declarations: Standard declarations required under UAE law

6. Appendix B - Power of Attorney: Form of power of attorney if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses



























Relevant Industries

Financial Services

Real Estate

International Trade

Investment Holdings

Family Offices

Professional Services

Manufacturing

Retail

Technology

Construction

Healthcare

Hospitality

Relevant Teams

Legal

Compliance

Corporate Governance

Risk Management

Board Secretariat

Corporate Services

Executive Leadership

Administration

Relevant Roles

Nominee Director

Corporate Secretary

Legal Counsel

Compliance Officer

Risk Manager

Chief Executive Officer

Board Member

Corporate Governance Officer

Managing Director

General Counsel

Company Secretary

Director of Legal Affairs

Chief Risk Officer

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

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