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The Director Indemnity Agreement is a crucial document used when appointing directors or updating indemnification arrangements for existing directors in New Zealand. It provides protection for directors in carrying out their duties, subject to limitations under the Companies Act 1993. This document is essential for companies seeking to attract and retain qualified directors by offering appropriate protection against personal liability while ensuring compliance with legal requirements. The agreement typically works in conjunction with Directors' and Officers' (D&O) insurance policies and should be reviewed whenever there are significant changes in company structure, risk profile, or relevant legislation. It forms part of the company's broader risk management and corporate governance framework.

1. Parties: Identifies the company and the director entering into the indemnity agreement

2. Background: Sets out the context of the agreement, including the director's appointment and the company's authority to provide indemnity

3. Definitions: Defines key terms used throughout the agreement, including 'Liability', 'Proceedings', 'Indemnified Amounts', etc.

4. Grant of Indemnity: Core provision establishing the company's obligation to indemnify the director

5. Scope of Indemnity: Details what is covered by the indemnity, aligned with section 162 of the Companies Act

6. Limitations and Exclusions: Specifies what is not covered by the indemnity, including statutory limitations

7. Notification and Conduct of Claims: Procedures for the director to notify the company of claims and how claims will be managed

8. Insurance Arrangements: Details regarding D&O insurance coverage and its interaction with the indemnity

9. Duration and Survival: Specifies how long the indemnity lasts, including post-directorship coverage

10. General Provisions: Standard contractual terms including governing law, assignment, and variation

11. Execution: Formal execution blocks for all parties