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Deed Of Indemnity And Access
"I need a Deed of Indemnity and Access for our Malaysian technology startup to protect our newly appointed independent directors, who will join the board in January 2025, with specific provisions for accessing historical cloud-based documents."
1. Parties: Identifies the company providing the indemnity and the person(s) receiving the indemnity and access rights
2. Background: Sets out the context, including the officer's role and the company's desire to provide indemnity and access rights
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the deed
4. Duration and Application: Specifies when the deed takes effect and its duration
5. Indemnity: Details the scope of the indemnity, including what losses and liabilities are covered
6. Limitations on Indemnity: Specifies exclusions and restrictions on the indemnity as required by law
7. Access to Documents: Sets out rights of access to company documents and records
8. Insurance Obligations: Details the company's obligations regarding D&O insurance
9. Confidentiality: Establishes confidentiality obligations regarding accessed documents
10. Notices: Specifies how formal notices under the deed should be given
11. General Provisions: Contains standard boilerplate provisions including governing law, severability, and entire agreement
12. Execution: Formal execution block meeting Malaysian deed requirements
1. Additional Indemnified Parties: Used when the indemnity extends to related persons or alternate directors
2. Tax Provisions: Required when there are specific tax implications that need to be addressed
3. Special Access Arrangements: Used when specific document access protocols or restrictions need to be implemented
4. Legal Representation: Added when addressing rights to separate legal representation in proceedings
5. Deed Poll Provisions: Required if structured as a deed poll rather than bilateral deed
6. Listed Company Provisions: Additional provisions required for listed companies under Malaysian securities laws
7. Foreign Law Compliance: Added when the indemnified person operates across multiple jurisdictions
1. Schedule 1 - Form of Access Request: Standard form for requesting access to company documents
2. Schedule 2 - Insurance Requirements: Details of required insurance coverage and terms
3. Schedule 3 - Excluded Matters: Specific exclusions from the indemnity coverage
4. Schedule 4 - Related Bodies Corporate: List of related companies covered by the deed if applicable
5. Appendix A - Board Resolution: Copy of board resolution approving the indemnity and access arrangements
6. Appendix B - Position Description: Description of the officer's role and responsibilities
Authors
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Energy
Telecommunications
Mining
Retail
Professional Services
Education
Transportation
Construction
Agriculture
Media and Entertainment
Legal
Corporate Secretariat
Board of Directors
Executive Management
Risk Management
Compliance
Corporate Governance
Human Resources
Finance
Internal Audit
Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Company Secretary
Executive Director
Non-Executive Director
Independent Director
Alternate Director
Managing Director
General Counsel
Board Chairman
Vice President
Senior Executive
Chief Risk Officer
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