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Nominee Director Indemnity Agreement Template for England and Wales

A legally binding agreement governed by English and Welsh law that provides protection and indemnification to an individual acting as a nominee director. The agreement outlines the scope of protection, limitations of liability, and circumstances under which the indemnity applies. It ensures compliance with the Companies Act 2006 and related legislation while providing security for individuals undertaking nominee directorship roles.

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What is a Nominee Director Indemnity Agreement?

A Nominee Director Indemnity Agreement is essential when appointing individuals to act as nominee directors in England and Wales. This document is particularly relevant for corporate structures, holding companies, and international business arrangements where nominee directors are commonly used. The agreement provides protection to the nominee director while ensuring compliance with the Companies Act 2006 and establishing clear parameters for the indemnification. It typically includes details about the scope of protection, exclusions, and the relationship between the nominee director and the appointing company.

What sections should be included in a Nominee Director Indemnity Agreement?

1. Parties: Identification of the company and the nominee director

2. Background: Context of the appointment and reason for the indemnity

3. Definitions: Key terms used throughout the agreement

4. Scope of Appointment: Details of the nominee director role and responsibilities

5. Indemnity Provisions: Specific terms of the indemnity, including coverage and limitations

6. Duration: Term of the agreement and survival of indemnity

7. Governing Law: Specification of English and Welsh law as governing law

What sections are optional to include in a Nominee Director Indemnity Agreement?

1. Insurance Provisions: Details of D&O insurance coverage when the company provides directors' and officers' insurance

2. Regulatory Compliance: Specific regulatory obligations for regulated industries or financial services companies

3. Confidentiality: Confidentiality obligations when handling sensitive information

What schedules should be included in a Nominee Director Indemnity Agreement?

1. Schedule 1 - Scope of Services: Detailed description of nominee director duties and responsibilities

2. Schedule 2 - Excluded Matters: List of matters specifically excluded from the indemnity

3. Schedule 3 - Insurance Details: Details of any D&O insurance coverage (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Nominee Agreement

Cost

Free to use

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