Directors Indemnity Deed Template

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[SPECIFY COMPANY NAME]
[SPECIFY COMPANY ADDRESS]
[SPECIFY CONTACT NUMBER]
[SPECIFY EMAIL ADDRESS]

DEED FOR DIRECTOR’S INDEMNITY

This Deed for Director’s Indemnity is made on [SPECIFY DATE OF EXECUTION] and entered between [SPECIFY COMPLETE NAME OF COMPANY], having principal business operations in [SPECIFY COMPLETE ADDRESS OF COMPANY] herein called the “Company;”

AND;

[SPECIFY COMPLETE NAME OF DIRECTOR], with a residence address in [SPECIFY COMPLETE ADDRESS OF DIRECTOR], herein called the “Director.”

As parties to this Contract, the aforementioned companies shall hereinafter be referred to collectively as the “Parties.”

INDEMNITY

Pursuant to [SPECIFY SPECIFIC GOVERNING LAW] and express provision in the Company’s Articles of Incorporation, the Company shall indemnify the Director to the fullest extent permitted by law against any and all liabilities and expenses arising from:

Acts or omissions as a Director of the Company; and
Claims against judgment or orders, and costs incurred in suits, proceedings, or investigations brought against the Director in relation to the performance of duties as director of the Company.

Provided, that in case the concerned Director eventually becomes an officer or employee of the Company, he shall not be entitled to an indemnity greater than that allowed if he retained the position of a Director.

TERM

The indemnity under this deed shall continue to have force and effect regardless of the severance of the Director’s employment or interest with the Company. Provided, that the costs sought to be indemnified relates to the liabilities and expenses imposed or incurred against his acts or omissions of being a Director with the Company.

LIMITATIONS

Indemnity contemplated under this deed will not apply in the following cases:

In cases where the Director has made a recovery from any insurance policies or under any other rights granting him right to recover from liabilities contemplated under this deed;
In cases where the Director’s liability proceeded from acts or omissions that constitute fraud, deceit, or dishonesty under existing laws.

Upon discovery of the Company’s Board of Directors or other investigatory body or committee that the liability does not fall within the above enumeration, it will be incumbent upon the Company to make the proper payment. However, if a subsequent determination by the proper courts would result in a contrary finding, the Director shall make a full refund of the amount paid within [INSERT NUMBER OF DAYS] days from receipt of notice from the court that rendered the judgment or from the Company whichever comes first.

OBLIGATIONS OF THE DIRECTOR

The Director shall be bound by the following obligations under this deed:

Exhaust all available remedies in making recovery from any insurance policy or any other right granting recovery;
Notify the Company within reasonable time of any claims that may arise under this deed;
Should the liability or expense charged against the Director come with a corresponding demand letter, claim or similar documents, the Director shall forward the same to the Company immediately;
Refrain from entering into any compromise, admission, release, waiver, offer, or payment with respect to any liabilities or expenses coming under the purview of this deed; and
To preserve the right of the Company to be subrogated to any claims against the opposite party. For this purpose, the Director shall give full cooperation to the Company even after payment has been given to the Director.

SUBROGATION

In the event that the Company has made a partial or full payment to the Director, the former shall have the right to claim from the party or parties claiming against the Director the full extent of payment made to the latter.

NOTICES

All notices, requests, or demands required from each of the Parties under this Deed shall be put in writing. The party to whom such notice, demand, request, approval, permission, or consent is due or sent shall only be deemed to have been received by such Party in the following cases: that personal delivery was made; notice was sent through a private courier; and notice was sent through registered mail.

LEGAL ACTION

The Parties reserve the right to take any legal action to which it may be entitled in the event of any violation of the terms and conditions of this Deed or breach of any warranty or representation, in whole or in part, whether directly or indirectly committed. The Parties hereby acknowledge such reservation of rights between them with respect to any action that may arise for or against each other in connection with this Deed.

GENERAL PROVISION

No Party to this Deed shall have the right to assign any of the rights given herein to any third person without the express written consent of the Parties.

If any of the terms and conditions of this Deed are rendered illegal, unenforceable, or invalid by any law or decision of a competent authority, the remaining provision, if they can stand alone, shall stand as valid, enforceable, and legal with the same binding effect as though none of the provisions of this Deed have been severed.

This Deed shall not be amended except in writing and with the express consent of the Parties. Any amendments in writing may be contained in an amended or supplemental agreement or deed.

This Deed shall be governed and interpreted under the laws of [SPECIFY STATE/COUNTRY]. All claims, suits or actions arising from this Deed shall only be brought to the jurisdiction of [SPECIFY COURT] which shall have sole and exclusive jurisdiction over the said case, action or suit.

In the event that any of the Parties commit a breach of any of the provisions of this Deed, the party hereby acknowledges his/her liability for damages, and any other remedies that may be available to the aggrieved party as provided by law.

This Deed is the embodiment of the entire agreement between the Parties. All prior negotiations or discussion in relation to this deed are deemed superseded or repealed by the execution of this Deed.

IN WITNESS WHEREOF, on the date hereunder set forth as the Effective Date of this Deed, the Parties, through their duly authorized representatives, upon affixing their respective signatures, have caused the execution of this Deed.