Directors Indemnity Deed

I. Introduction

This Directors Indemnity Deed ("Deed") is made and entered into as of [Date], by and between:

• [Your Name] hereinafter represents [Your Company Name], a company duly organized and existing under the laws of [Jurisdiction], having its registered office at [Your Company Address], herein referred to as the "Company";

• [Director's Name], residing at [Director's Address], herein referred to as the "Director".

II. Background

Whereas, the Director serves as a director of the Company and performs duties and responsibilities in such capacity;

Whereas, the Company desires to indemnify the Director to the fullest extent permitted by law against certain liabilities and expenses incurred in connection with the performance of the Director's duties;

Now, therefore, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:

III. Indemnification

The Company hereby agrees to indemnify and hold harmless the Director to the fullest extent permitted by law against any liabilities, expenses, damages, and losses (including attorneys' fees, judgments, fines, and amounts paid in settlement) incurred by the Director in connection with any claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which the Director may be made a party because of being or having been a director of the Company.

IV. Scope of Indemnification

The indemnification provided under this Deed shall apply to:

• Claims arising out of or relating to the Director's acts or omissions in the performance of duties as a director of the Company;

• Costs incurred by the Director in defending any such claims;

• Judgments, fines, or settlements paid by the Director in connection with such claims.

V. Limitations

Notwithstanding anything to the contrary herein, the Company shall not be obligated to indemnify the Director in connection with:

• Claims arising out of acts or omissions that constitute fraud, willful misconduct, or gross negligence;

• Claims brought by or on behalf of the Company against the Director.

VI. Notice and Defense of Claims

The Director shall promptly notify the Company in writing upon becoming aware of any claim or action for which indemnification may be sought under this Deed. The Company shall have the right to assume the defense of any such claim, with counsel chosen by the Company.

VII. Miscellaneous

• This Deed shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

• This Deed may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument.

• This Deed shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.

VIII. Execution

The party identified as the Grantor has duly executed this Directors Indemnity Deed on the date that was first mentioned at the beginning of this document.

IN WITNESS WHEREOF, the Grantor has caused this Directors Indemnity Deed to be executed on the date first above written.

[Your Name]

Date:                               

[Director's Name]

Date:                               

_____________________________________________________________________________________

State of [State]
Country of [Country]

On this [Date] day of [Month], [Year] before me, a Notary Public in and for said County and State, personally appeared [Your Company Name], known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that they executed the same.

[Notary Public]

Date:                               

My commission expires:                               

_____________________________________________________________________________________

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