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Nominee Director Indemnity Agreement

Nominee Director Indemnity Agreement Template for Canada

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

"I need a Nominee Director Indemnity Agreement under Canadian law for a nominee director representing a UK-based private equity firm on the board of our Toronto-based mining company, with specific provisions for cross-border operations and advancement of legal expenses."

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Document background
A Nominee Director Indemnity Agreement is essential when individuals are appointed to serve as nominee directors on corporate boards, typically representing the interests of specific shareholders or stakeholders. This document is particularly crucial in the Canadian business environment, where directors face significant personal liability under various federal and provincial laws. The agreement ensures nominee directors receive comprehensive protection while performing their duties, covering legal costs, damages, and other liabilities that may arise from their role. It is structured to comply with Canadian corporate law requirements, particularly the indemnification provisions under the Canada Business Corporations Act and provincial equivalents. The document typically includes detailed provisions on the scope of indemnification, exclusions, insurance requirements, and claim procedures, making it a critical tool for corporate governance and risk management.
Suggested Sections

1. Parties: Identifies the indemnifying company and the nominee director

2. Background: Explains the context of the nominee directorship and the purpose of the indemnity agreement

3. Definitions: Defines key terms including 'Claims', 'Losses', 'Indemnified Matters', and 'Excluded Matters'

4. Appointment and Role: Specifies the nature of the nominee director appointment and their duties

5. Scope of Indemnity: Details the extent of indemnification provided to the nominee director

6. Exclusions from Indemnity: Specifies circumstances where indemnification will not apply

7. Conduct of Claims: Procedures for handling claims against the nominee director

8. Insurance Obligations: Company's obligations to maintain D&O insurance

9. Duration and Survival: Period of indemnification and provisions that survive termination

10. Company's Representations and Warranties: Company's confirmations regarding its authority and capacity

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum

13. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability

Optional Sections

1. Additional Indemnifiers: Used when parent companies or major shareholders also provide indemnification

2. Advancement of Expenses: Optional provision for advance payment of legal expenses before final disposition

3. Cross-Indemnification: Used when multiple nominee directors are appointed and may need to indemnify each other

4. Special Board Approval Requirements: Added when specific board approval processes are needed for certain actions

5. Confidentiality: Detailed confidentiality provisions if not covered in separate agreements

6. Corporate Opportunity Provisions: Used when nominee director represents interests that may compete with the company

7. Alternative Dispute Resolution: Added when parties prefer mediation or arbitration over court proceedings

8. Multiple Jurisdictions: Added when nominee director serves on boards of multiple related entities in different jurisdictions

Suggested Schedules

1. Schedule A - Appointment Details: Specific details of the directorship appointment including start date and role

2. Schedule B - Insurance Specifications: Details of required D&O insurance coverage including minimum limits

3. Schedule C - Excluded Matters: Detailed list of specific exclusions from the indemnity

4. Schedule D - Related Companies: List of affiliated companies covered by the indemnity if applicable

5. Appendix 1 - Claim Notification Form: Standard form for notifying the company of claims

6. Appendix 2 - Board Resolution: Copy of board resolution approving the indemnification

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

Investment Management

Private Equity

Venture Capital

Real Estate

Mining

Oil & Gas

Manufacturing

Technology

Professional Services

Healthcare

Transportation & Logistics

Telecommunications

Holding Companies

International Trade

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Compliance

Risk Management

Corporate Secretariat

Investment

Finance

Human Resources

Relevant Roles

Director

Nominee Director

Corporate Director

Board Member

Independent Director

Non-Executive Director

General Counsel

Corporate Secretary

Chief Legal Officer

Chief Executive Officer

Chief Financial Officer

Managing Director

Partner

Investment Director

Corporate Governance 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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