A Nominee Director Indemnity Agreement is essential when individuals are appointed to serve as nominee directors on corporate boards, typically representing the interests of specific shareholders or stakeholders. This document is particularly crucial in the Canadian business environment, where directors face significant personal liability under various federal and provincial laws. The agreement ensures nominee directors receive comprehensive protection while performing their duties, covering legal costs, damages, and other liabilities that may arise from their role. It is structured to comply with Canadian corporate law requirements, particularly the indemnification provisions under the Canada Business Corporations Act and provincial equivalents. The document typically includes detailed provisions on the scope of indemnification, exclusions, insurance requirements, and claim procedures, making it a critical tool for corporate governance and risk management.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identifies the indemnifying company and the nominee director
2. Background: Explains the context of the nominee directorship and the purpose of the indemnity agreement
3. Definitions: Defines key terms including 'Claims', 'Losses', 'Indemnified Matters', and 'Excluded Matters'
4. Appointment and Role: Specifies the nature of the nominee director appointment and their duties
5. Scope of Indemnity: Details the extent of indemnification provided to the nominee director
6. Exclusions from Indemnity: Specifies circumstances where indemnification will not apply
7. Conduct of Claims: Procedures for handling claims against the nominee director
8. Insurance Obligations: Company's obligations to maintain D&O insurance
9. Duration and Survival: Period of indemnification and provisions that survive termination
10. Company's Representations and Warranties: Company's confirmations regarding its authority and capacity
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum
13. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Additional Indemnifiers: Used when parent companies or major shareholders also provide indemnification
2. Advancement of Expenses: Optional provision for advance payment of legal expenses before final disposition
3. Cross-Indemnification: Used when multiple nominee directors are appointed and may need to indemnify each other
4. Special Board Approval Requirements: Added when specific board approval processes are needed for certain actions
5. Confidentiality: Detailed confidentiality provisions if not covered in separate agreements
6. Corporate Opportunity Provisions: Used when nominee director represents interests that may compete with the company
7. Alternative Dispute Resolution: Added when parties prefer mediation or arbitration over court proceedings
8. Multiple Jurisdictions: Added when nominee director serves on boards of multiple related entities in different jurisdictions
1. Schedule A - Appointment Details: Specific details of the directorship appointment including start date and role
2. Schedule B - Insurance Specifications: Details of required D&O insurance coverage including minimum limits
3. Schedule C - Excluded Matters: Detailed list of specific exclusions from the indemnity
4. Schedule D - Related Companies: List of affiliated companies covered by the indemnity if applicable
5. Appendix 1 - Claim Notification Form: Standard form for notifying the company of claims
6. Appendix 2 - Board Resolution: Copy of board resolution approving the indemnification
Find the exact document you need
Medical Director Contract
A Canadian-law governed agreement establishing employment terms and conditions for a Medical Director position in a healthcare organization, including administrative and clinical responsibilities.
Download
Nominee Director Contract
A Canadian-law governed agreement establishing the appointment and terms of service for a nominee director, including their duties, rights, and obligations.
Download
Director Exit Agreement
A Canadian-law governed agreement that formalizes a director's departure from a company's board, including separation terms and ongoing obligations.
Download
Director And Officer Indemnification Agreement
A Canadian-law governed agreement establishing the terms for indemnifying corporate directors and officers against liabilities incurred in their official capacities.
Download
Managing Director Agreement
A Canadian law-governed employment agreement establishing terms and conditions for a Managing Director position, including duties, compensation, and protective covenants.
Download
Executive Director Independent Contractor Agreement
A Canadian-law governed agreement establishing an independent contractor relationship for executive director services, including governance, compensation, and compliance terms.
Download
Director Settlement Agreement
A Canadian law-governed agreement documenting terms and conditions of a director's departure from a company's board, including settlement terms and mutual obligations.
Download
Director Appointment Agreement
A Canadian law-governed agreement establishing the terms and conditions for appointing an individual to serve as a company director.
Download
Casting Director Agreement
A Canadian-law governed agreement between a production company and casting director establishing terms for casting services, compensation, and mutual obligations.
Download
Nominee Director Indemnity Agreement
A Canadian law agreement providing indemnification protection for nominee directors serving on corporate boards, aligned with federal and provincial corporate legislation.
Download
Director Profit Sharing Agreement
A Canadian-law governed agreement establishing terms for director participation in company profit sharing, including calculation methods and payment conditions.
Download
Director Confidentiality Agreement
A Canadian-law governed agreement establishing confidentiality obligations for corporate directors, defining protected information and enforcement mechanisms.
Download
Director Shareholder Agreement
A Canadian legal agreement establishing rights and obligations between director-shareholders of a corporation, governed by federal and provincial corporate laws.
Download
Director Fee Agreement
A Canadian-law governed agreement establishing the compensation terms between a company and its board director, including fee structure and payment terms.
Download
Independent Director Agreement
A Canadian-law governed agreement establishing the appointment and terms of service for an independent director, including duties, compensation, and independence requirements.
Download
Directors Loan Agreement
A Canadian law-governed agreement establishing terms for a loan between a corporation and its director(s), including loan amount, interest, repayment terms, and compliance requirements.
Download
Company Director Agreement
A Canadian-law governed agreement establishing the terms and conditions of a director's appointment to a company's board, including their rights, duties, and obligations.
Download
Non Executive Director Agreement
A Canadian law-governed agreement establishing the appointment terms and conditions for a Non-Executive Director, including duties, responsibilities, and compliance requirements.
Download
Executive Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for an Executive Director's employment, including duties, compensation, and key protections.
Download
Directors Service Agreement
A Canadian law-governed agreement establishing the terms of service, duties, and compensation for a company director.
Download
Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for a corporate director's engagement, including duties, compensation, and obligations.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)