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Deed Of Indemnity And Access Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Deed of Indemnity and Access is a fundamental corporate governance document used in Malaysian business practice to protect directors and officers in the execution of their duties. It is typically implemented when appointing new directors or officers, or updating existing indemnity arrangements to comply with current legislation. The document provides critical protection by indemnifying eligible officers against liabilities incurred in good faith while performing their role, subject to limitations under the Companies Act 2016. It also ensures ongoing access to corporate records, which is essential for defending potential claims or addressing corporate matters even after the officer's tenure ends. This deed is particularly important in Malaysia's increasingly complex corporate environment, where directors and officers face growing regulatory scrutiny and potential liability.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























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Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Telecommunications

Mining

Retail

Professional Services

Education

Transportation

Construction

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Risk Management

Compliance

Corporate Governance

Human Resources

Finance

Internal Audit

Relevant Roles

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

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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