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Deed Of Indemnity And Access Template for United States

A Deed of Indemnity and Access is a legal document used in the United States that provides protection to directors and officers by indemnifying them against liabilities incurred in their corporate role and ensuring their continued access to company documents. The deed typically complies with state-specific corporation laws and federal regulations, offering broader protection than what might be available under standard corporate bylaws. It serves as a crucial risk management tool for corporate officers and directors, particularly in regulated industries or public companies.

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What is a Deed Of Indemnity And Access?

The Deed of Indemnity and Access is commonly used when appointing new directors or officers, or updating protection for existing ones. It provides comprehensive protection beyond standard corporate indemnifications, particularly important in today's complex regulatory environment. This deed type is especially relevant in situations involving corporate governance matters, regulatory investigations, or potential litigation. The document typically includes specific provisions for accessing corporate records post-employment and detailed indemnification terms that comply with both federal and state-specific requirements in the United States.

What sections should be included in a Deed Of Indemnity And Access?

1. Parties: Identification of the company and the indemnified person

2. Background: Context of the indemnity arrangement and relationship between parties

3. Definitions: Key terms including 'Claims', 'Liability', 'Documents', 'Confidential Information'

4. Indemnity: Core indemnification provisions and scope

5. Access Rights: Rights to access company documents and records

6. Duration: Term of the deed and survival provisions

7. Confidentiality: Obligations regarding confidential information

8. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a Deed Of Indemnity And Access?

1. Insurance: Provisions relating to D&O insurance coverage and maintenance

2. Tax Indemnity: Specific provisions for tax-related indemnifications and protections

3. Advancement of Expenses: Provisions for advancing legal costs and expenses before final disposition

What schedules should be included in a Deed Of Indemnity And Access?

1. Position Details: Schedule detailing positions held by indemnified person within the company

2. Insurance Policies: Schedule listing all relevant insurance policies and coverage details

3. Excluded Claims: Schedule specifying claims and circumstances excluded from 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

Jurisdiction

United States

Document Type

Access Agreement

Cost

Free to use

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