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1. Parties: Identification of the Company and the Employee, including full legal names and addresses
2. Background: Context of the agreement, employment relationship, and purpose of the indemnification
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Claims', 'Losses', and 'Covered Actions'
4. Scope of Indemnification: Detailed description of what actions, losses, and circumstances are covered by the indemnification
5. Conditions for Indemnification: Prerequisites and conditions that must be met for the indemnification to apply
6. Notification and Claims Procedure: Process for notifying the company of claims and procedure for handling indemnification claims
7. Company's Rights and Obligations: Company's rights in defending claims and obligations in providing indemnification
8. Employee's Obligations: Employee's duties in cooperation, notification, and maintaining proper conduct
9. Limitations and Exclusions: Specific circumstances where indemnification would not apply
10. Duration and Survival: Term of the agreement and provisions that survive termination
11. Governing Law and Jurisdiction: Specification of UAE law application and jurisdiction for disputes
1. Insurance Coverage: Details of any insurance policies related to the indemnification, used when the company maintains D&O or other relevant insurance
2. Advancement of Expenses: Provisions for advancing legal fees and other expenses, included when immediate coverage of expenses is offered
3. Third Party Claims: Specific provisions for claims brought by third parties, included when third-party interactions are frequent
4. Confidentiality: Provisions regarding confidential treatment of indemnification claims and proceedings, used when sensitive information is involved
5. Corporate Authorization: Details of corporate approval process for indemnification, included for senior executives or when required by company policy
6. Severability: Provisions for maintaining validity of remaining clauses if others are invalidated, included in complex agreements
1. Schedule 1: Indemnification Procedures: Detailed step-by-step procedures for making and processing indemnification claims
2. Schedule 2: Excluded Activities: Specific list of activities and circumstances not covered by the indemnification
3. Schedule 3: Claim Form Template: Standard form for submitting indemnification claims
4. Appendix A: Definitions of Gross Misconduct: Detailed definitions and examples of conduct that would void indemnification
5. Appendix B: Insurance Policies: List and details of relevant insurance policies that may affect indemnification
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