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The Indemnification Agreement For Officers And Directors is a crucial document in Dutch corporate governance that provides essential protection for individuals serving in leadership positions. It is typically implemented when appointing new directors or officers, or updating existing indemnification arrangements to ensure alignment with current legal standards and risk environments. The agreement operates within the framework of Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek), and complements Directors and Officers (D&O) insurance policies. It specifically addresses the scope of protection, advancement of expenses, procedures for claiming indemnification, and the limitations imposed by Dutch law. This document has become increasingly important due to growing litigation risks and personal liability exposure faced by corporate leaders, especially in international business contexts.

1. Parties: Identification of the company and the indemnitee (director or officer)

2. Background: Context of the agreement, including the indemnitee's role and the company's desire to attract and retain qualified personnel

3. Definitions: Key terms including 'Proceedings', 'Expenses', 'Losses', 'Claims', and other relevant definitions under Dutch law

4. Scope of Indemnification: Detailed description of what types of claims, losses, and expenses are covered by the indemnification

5. Limitations and Exclusions: Statutory limitations under Dutch law, including restrictions on indemnification for willful misconduct or gross negligence

6. Advancement of Expenses: Provisions for advancing legal and other expenses before final disposition of a claim

7. Procedure for Claims: Process for notifying the company of claims and requesting indemnification

8. Determination of Entitlement: Process for determining whether indemnification is proper in specific circumstances

9. Insurance: Relationship between this indemnification and D&O insurance coverage

10. Duration and Survival: Term of the agreement and survival of rights after termination of directorship/employment

11. Company's Right to Defense: Company's rights regarding defense and settlement of claims

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and designation of competent courts

13. Miscellaneous: Standard provisions including severability, entire agreement, amendments, and notices