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The Deed of Indemnity and Access is a fundamental corporate governance document used in New Zealand to protect individuals serving in leadership positions within companies. It is typically implemented when appointing new directors or officers, or updating existing arrangements to ensure comprehensive protection. The deed serves two primary purposes: firstly, it indemnifies directors and officers against liabilities incurred in their role (subject to limitations under the Companies Act 1993), and secondly, it ensures their access to company documents both during their tenure and afterward for relevant periods. This document is particularly important in today's complex business environment where directors face increasing scrutiny and potential liability, and it forms a key part of a company's risk management framework alongside D&O insurance.

1. Parties: Identifies the company and the indemnified person (typically director/officer)

2. Background: Sets out the context, including the appointment of the director/officer and the company's desire to provide indemnity and access rights

3. Definitions and Interpretation: Defines key terms including 'Claims', 'Documents', 'Indemnified Person', 'Liability', and interpretation rules

4. Duration and Application: Specifies when the deed takes effect and its duration, including survival of rights after the person ceases their role

5. Indemnity: Core section detailing the scope of indemnity, including what is covered and excluded

6. Limitations on Indemnity: Specifies statutory and other limitations on the indemnity provisions

7. Access to Documents: Details the right to access company documents and records, including during and after the role

8. Company's Obligations: Sets out obligations to maintain insurance, retain documents, and provide access

9. Confidentiality: Provisions regarding confidential information accessed under the deed

10. Notices: Specifies how formal notices under the deed should be given

11. General Provisions: Standard provisions including governing law, severability, and entire agreement