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Nominee Director Indemnity Agreement

Nominee Director Indemnity Agreement Template for India

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Key Requirements PROMPT example:

Nominee Director Indemnity Agreement

"I need a Nominee Director Indemnity Agreement for our Mumbai-based tech startup where a venture capital firm is appointing a nominee director, with specific provisions for D&O insurance coverage and additional protection for involvement in our upcoming Series B funding round in March 2025."

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Document background
The Nominee Director Indemnity Agreement is a crucial document in Indian corporate governance, particularly used when individuals are appointed to serve as directors on behalf of specific stakeholders such as investors, parent companies, or joint venture partners. This agreement becomes essential in the context of India's Companies Act, 2013, which imposes significant responsibilities and potential liabilities on directors. The document provides comprehensive protection to nominee directors by clearly defining the scope of indemnification, procedures for claiming indemnity, and the company's obligations. It typically includes provisions for legal expense coverage, liability protection, and may reference D&O insurance arrangements. The agreement is particularly relevant in scenarios involving group companies, institutional investors, or strategic partnerships where nominee directors are common practice.
Suggested Sections

1. Parties: Identification of the Company and the Nominee Director, including their respective addresses and registration details

2. Background: Context of the appointment, including the nominating entity's relationship and the basis of nomination

3. Definitions: Key terms used in the agreement including 'Indemnified Person', 'Claims', 'Losses', 'Proceedings', etc.

4. Appointment: Confirmation of the director's appointment and their role as nominee director

5. Scope of Indemnity: Detailed description of what actions, losses, and circumstances are covered by the indemnity

6. Exclusions from Indemnity: Specific circumstances where indemnity will not apply (e.g., willful misconduct, fraud)

7. Procedure for Claims: Process for making indemnification claims and company's response obligations

8. Company's Obligations: Specific obligations of the company in supporting the director and maintaining indemnification

9. Director's Obligations: Duties and responsibilities of the nominee director, including notification requirements

10. Duration and Survival: Term of the agreement and provisions that survive after directorship ends

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

12. Notices: Process and addresses for serving notices under the agreement

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments, etc.

Optional Sections

1. D&O Insurance: Details of Directors and Officers insurance coverage, when the company maintains such insurance

2. Nominating Entity Obligations: When there's a specific entity nominating the director, their obligations and role in the indemnification

3. Advancement of Expenses: Provisions for advancing legal and other expenses before final determination, if offered

4. Third Party Rights: Rights of third parties under the agreement, particularly relevant if multiple entities are involved

5. Confidentiality: Specific confidentiality obligations, if not covered in a separate agreement

6. Tax Matters: Treatment of tax implications of indemnification payments, if specific arrangements are needed

7. Multiple Directorships: Provisions dealing with multiple board positions, if the nominee serves on related company boards

Suggested Schedules

1. Schedule 1 - Claim Notification Form: Standard form for notifying the company of claims requiring indemnification

2. Schedule 2 - Scope of Director's Role: Detailed description of the nominee director's role and responsibilities

3. Schedule 3 - Insurance Details: Details of any D&O insurance policy including coverage limits and key terms

4. Schedule 4 - Excluded Matters: Specific list of matters excluded from indemnification

5. Schedule 5 - Related Board Positions: List of other directorships held by the nominee director in related companies

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

7. Appendix B - Nomination Letter: Copy of the nomination letter from the nominating entity

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














































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Relevant Industries

Banking and Financial Services

Investment Management

Private Equity

Venture Capital

Manufacturing

Technology

Infrastructure

Real Estate

Energy

Healthcare

Telecommunications

Professional Services

Conglomerates

Family Offices

Relevant Teams

Legal

Corporate Secretarial

Compliance

Risk Management

Corporate Governance

Board Secretariat

Corporate Affairs

Executive Management

Finance

Investment Relations

Relevant Roles

Nominee Director

Independent Director

Company Secretary

General Counsel

Legal Director

Chief Legal Officer

Corporate Secretary

Board Chairman

Managing Director

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Risk Manager

Corporate Governance Officer

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

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