[{"data":1,"prerenderedAt":487},["ShallowReactive",2],{"document-indemnity-for-directors-short-form-D481":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":189,"customdescription":6,"mdFm":190,"mdProseHtml":486},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"INDEMNITY This Indemnity (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"[YOUR COMPANY NAME]\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [INDIVIDUAL NAME] (the \"Indemnity\"), an individual with his main address located at: [COMPLETE ADDRESS] TO: (the \"INDIVIDUAL NAME\") [YOUR COMPANY NAME] has requested that the Individual act as a director and officer of the [YOUR COMPANY NAME]. As an inducement to the Individual to so act, the [YOUR COMPANY NAME] has offered to give this Indemnity to the Individual. IN CONSIDERATION of the foregoing and of other valuable consideration, the [YOUR COMPANY NAME] agrees to indemnify the Individual, to the full extent permitted by [YOUR COUNTRY LAW], from all Liabilities arising from (i) anything the Individual does, permits to be done or fails to do as a director or an officer of the [YOUR COMPANY NAME], or both, or (ii) the Individual being a director or an officer of the [YOUR COMPANY NAME], or both. \"Liabilities\" means liabilities, costs, charges and expenses, consequential or otherwise (including all liabilities for judgments, fines, penalties, amounts paid in settlement, legal fees and expenses) that the Individual suffers or incurs resulting from any proposed or actual action, suit or other proceeding in which the Individual is or may become involved; any order made or judgment awarded against the Individual or any investigation or proceeding involving the Individual by any court, administrative or quasi-judicial official body, agency or tribunal; and any liability for the net amount of all taxes, including taxes on all indemnity payments under this agreement, and all interest, fines and penalties on such taxes and indemnity payments. This Indemnity applies regardless of any remuneration that the Individual may have received as a result of the Individual having acted as a director or an officer of the [YOUR COMPANY NAME], or as both",null,"Indemnity for Directors Short Form","2",41,"doc","https://templates.business-in-a-box.com/imgs/1000px/indemnity-for-directors_short-form-D481.png","https://templates.business-in-a-box.com/imgs/250px/481.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#481.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Human Resources","/templates/human-resources/",{"label":20,"url":21},"Indemnity & Compensation","/templates/indemnity-compensation/","indemnity for directors short form","Indemnity for Directors Short Form Template","https://templates.business-in-a-box.com/imgs/400px/481.png","https://templates.business-in-a-box.com/imgs/600px/481.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[39,43,47,51,55,59,63,67,71,75,79,83,87,105,126,141,159,175],{"label":40,"url":41,"thumb":42,"extension":10},"Debenture Short Form","/template/debenture-short-form-D468","https://templates.business-in-a-box.com/imgs/250px/468.png",{"label":44,"url":45,"thumb":46,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"label":48,"url":49,"thumb":50,"extension":10},"Partnership Agreement Short Form","/template/partnership-agreement-short-form-D900","https://templates.business-in-a-box.com/imgs/250px/900.png",{"label":52,"url":53,"thumb":54,"extension":10},"Trademark Assignment Short Form","/template/trademark-assignment-short-form-D972","https://templates.business-in-a-box.com/imgs/250px/972.png",{"label":56,"url":57,"thumb":58,"extension":10},"Chief Agent Agreement Short Form","/template/chief-agent-agreement-short-form-D865","https://templates.business-in-a-box.com/imgs/250px/865.png",{"label":60,"url":61,"thumb":62,"extension":10},"Indemnity Agreement","/template/indemnity-agreement-D885","https://templates.business-in-a-box.com/imgs/250px/885.png",{"label":64,"url":65,"thumb":66,"extension":10},"Source Code License Agreement Short Form","/template/source-code-license-agreement-short-form-D809","https://templates.business-in-a-box.com/imgs/250px/809.png",{"label":68,"url":69,"thumb":70,"extension":10},"Minutes of Meeting of Directors","/template/minutes-of-meeting-of-directors-D14","https://templates.business-in-a-box.com/imgs/250px/14.png",{"label":72,"url":73,"thumb":74,"extension":10},"Notice of Meeting of Directors","/template/notice-of-meeting-of-directors-D8","https://templates.business-in-a-box.com/imgs/250px/8.png",{"label":76,"url":77,"thumb":78,"extension":10},"Minutes of Meeting of Directors First","/template/minutes-of-meeting-of-directors-first-D15","https://templates.business-in-a-box.com/imgs/250px/15.png",{"label":80,"url":81,"thumb":82,"extension":10},"Minutes of Meeting of Directors Special","/template/minutes-of-meeting-of-directors-special-D16","https://templates.business-in-a-box.com/imgs/250px/16.png",{"label":84,"url":85,"thumb":86,"extension":10},"Certificate of Minutes of Meeting of Directors","/template/certificate-of-minutes-of-meeting-of-directors-D5","https://templates.business-in-a-box.com/imgs/250px/5.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":104},"LATE APPOINTMENT POLICY POLICY At [NAME OF CLINIC/INSTITUTION], we put our faith in you to keep your appointment and be on time. We know you put your faith in us to see you on time as well as take good care of you. When we schedule an appointment, a specific amount of time is reserved especially for you. We understand that sometimes unexpected circumstances arise that may cause you to be late for your appointment. However, to provide the best possible care to all our patients, we have implemented a Late Appointment Policy. The policy of the healthcare provider's practice is to monitor and manage appointment no-shows and late cancellations. If it is necessary for the patient to cancel an appointment, patients are required to call or leave a message to cancel it. Notification allows the practice to better utilize appointments for other patients in need of prompt medical care. PURPOSE The healthcare provider's purpose is to provide excellent care and proper treatment to each patient in a timely manner. The healthcare provider shall not discriminate among its patients and would not give preference unless for an emergency case. Then the healthcare provider has the complete authority to give preference to the patient in emergency need of help. The healthcare provider shall have complete authority to decide the provisions of emergency case. SCOPE This Policy applies to all patients and staff who work for or on behalf of [NAME OF CLINIC/INSTITUTION], regardless of their role or location. If you are late: When we reserve time for you, we require all of that time to provide you with the best quality care possible. When you are late, it decreases our ability to accomplish this. If you arrive more than 10 minutes late for your appointment time, you may be rescheduled in order to meet the needs of those who are on time. Priority will be given to the patients who arrive on time. One or two late patients can cause the entire daily schedule to fall behind. This is an inconvenience to everyone. We strive to see every patient as close to their appointment time as possible. DEFINITION OF LATE ARRIVAL, NO-SHOW AND SAME DAY CANCELLATION \"Late Arrival\" shall mean any patient who arrives at the clinic 15 minutes after the expected arrival time for the scheduled appointment. \"No-Show\" shall mean any patient who fails to arrive for a scheduled appointment. \"Same Day Cancellation\" shall mean any patient who cancels an appointment less than 24 hours before their scheduled appointment. APPOINTMENT Patients are expected to arrive on time for their scheduled appointments. If a patient anticipates being late, they should call the healthcare provider's office as soon as possible to inform them of the delay. POLICY AND PROCEDURE OF HEALTHCARE PROVIDER A patient is notified of the appointment \"No-Show, Late, & Cancellation Policy\" at the time of scheduling. This Policy can and will be provided in writing to patients at their request. The following factors must be considered:","Late Appointment Policy","3",513,"https://templates.business-in-a-box.com/imgs/1000px/late-appointment-policy-D13426.png","https://templates.business-in-a-box.com/imgs/250px/13426.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13426.xml",{"title":96,"description":6},"late appointment policy",[98,101],{"label":99,"url":100},"Sales & Marketing","sales-marketing",{"label":102,"url":103},"Customer Service","/customer-service","/template/late-appointment-policy-D13426",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":124,"url":125},"MEETING MINUTES [YOUR COMPANY NAME] Opening: The regular meeting of [YOUR COMPANY Name] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. Approval of Agenda The agenda was unanimously approved as distributed. Approval of Minutes The minutes of the previous meeting were unanimously approved as distributed. Announcements","Minutes for a Formal Meeting","1",30,"https://templates.business-in-a-box.com/imgs/1000px/minutes-for-a-formal-meeting-D13.png","https://templates.business-in-a-box.com/imgs/250px/13.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13.xml",{"title":6,"description":6},[115,118,121],{"label":116,"url":117},"Business Plan Kit","business-plan-kit",{"label":119,"url":120},"Board of Directors","board-of-directors",{"label":122,"url":123},"Meeting Minutes","meeting-minutes","minutes for a formal meeting","/template/minutes-for-a-formal-meeting-D13",{"description":127,"descriptionCustom":6,"label":128,"pages":90,"size":91,"extension":10,"preview":129,"thumb":130,"svgFrame":131,"seoMetadata":132,"parents":134,"keywords":133,"url":140},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":133,"description":6},"non disclosure agreement nda",[135,137],{"label":33,"url":136},"business-legal-agreements",{"label":138,"url":139},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":145,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":150,"keywords":157,"url":158},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[151,153,156],{"label":17,"url":152},"human-resources",{"label":154,"url":155},"Hire an Employee","hire-employee",{"label":33,"url":136},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":160,"descriptionCustom":6,"label":161,"pages":108,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":173,"url":174},"June 19, 2022 Contact Name Address Address2 City, State/Province Zip/Postal Code OBJECT: Resignation AS OfficeR Dear [Contact name], I've been thinking a lot about my role in the company and after a careful reflection I decided to resign as [OfficeR] of [YOUR COMPANY NAME] effective immediately","Resignation of Officer",32,"https://templates.business-in-a-box.com/imgs/1000px/resignation-of-officer-D85.png","https://templates.business-in-a-box.com/imgs/250px/85.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#85.xml",{"title":6,"description":6},[168,169,170],{"label":116,"url":117},{"label":119,"url":120},{"label":171,"url":172},"Board Resolutions","business-resolutions","resignation officer","/template/resignation-of-officer-D85",{"description":176,"descriptionCustom":6,"label":177,"pages":108,"size":91,"extension":10,"preview":178,"thumb":179,"svgFrame":180,"seoMetadata":181,"parents":183,"keywords":187,"url":188},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":182,"description":6},"certificate of corporate resolution",[184,185,186],{"label":116,"url":117},{"label":119,"url":120},{"label":33,"url":136},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",false,{"seo":191,"reviewer":202,"quick_facts":206,"at_a_glance":208,"personas":212,"variants":237,"glossary":262,"fields":293,"how_to_fill":339,"common_mistakes":375,"faqs":392,"industries":417,"comparisons":434,"diy_vs_pro":448,"related_template_ids_curated":461,"schema":472,"classification":474},{"meta_title":192,"meta_description":193,"primary_keyword":22,"secondary_keywords":194},"Indemnity for Directors Short Form Template (Free Word)","Free indemnity for directors short form template. Protects board members from personal liability for acts taken in good faith. Used in 190+ countries. Free Word and PDF download.",[195,196,197,198,199,200,201],"director indemnity agreement template","director indemnification form","board member indemnity template","corporate indemnity form word","director indemnity form free download","short form director indemnity","indemnification agreement directors",{"name":203,"credential":204,"reviewed_date":205},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":207,"legal_review_recommended":189,"signature_required":189},"easy",{"what_it_is":209,"when_you_need_it":210,"whats_inside":211},"An Indemnity for Directors Short Form is a concise corporate document in which a company formally commits to indemnify and hold harmless its directors against personal liability, costs, and expenses arising from decisions made in their official capacity. This free Word download gives you a ready-to-edit template you can tailor to your company, export as PDF, and file with board records in minutes.\n","Use it when onboarding a new board member, renewing director terms, or formalizing existing indemnity commitments that were made verbally or through bylaws alone. It is especially important when recruiting independent directors who require written assurances before accepting a seat.\n","Company and director identification fields, the scope of indemnified acts, exclusions for bad faith or willful misconduct, an advancement-of-expenses provision, an undertaking-to-repay clause, and the effective date of coverage.\n",[213,217,221,225,229,233],{"title":214,"use_case":215,"icon_asset_id":216},"Corporate secretaries","Filing a written indemnity record for each director at onboarding","persona-corporate-secretary",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Attracting experienced independent directors with formal liability protection","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Small business owners","Documenting board indemnity outside of dense shareholder agreements","persona-small-business-owner",{"title":226,"use_case":227,"icon_asset_id":228},"Nonprofit executive directors","Providing written indemnity to volunteer board members before they accept roles","persona-nonprofit-exec",{"title":230,"use_case":231,"icon_asset_id":232},"General counsel","Standardizing indemnity terms across a multi-entity corporate group","persona-general-counsel",{"title":234,"use_case":235,"icon_asset_id":236},"Private equity portfolio managers","Issuing indemnity forms to newly appointed portfolio-company board nominees","persona-cfo",[238,242,246,250,254,258],{"situation":239,"recommended_template":240,"slug":241},"Providing indemnity to a director with a negotiated, detailed scope","Indemnity Agreement for Directors (Long Form)","indemnity-for-directors-short-form-D481",{"situation":243,"recommended_template":244,"slug":245},"Indemnifying an officer as well as a director","Director and Officer Indemnification Agreement","undertaking-of-indemnification--director-D924",{"situation":247,"recommended_template":248,"slug":249},"Recording board approval of indemnity in minutes","Board Meeting Minutes","board-meeting-minutes-D13904",{"situation":251,"recommended_template":252,"slug":253},"Covering directors under a D&O insurance policy","D&O Insurance Questionnaire","internal-control-policy-D13356",{"situation":255,"recommended_template":256,"slug":257},"Indemnifying a contractor or third party, not a director","Indemnity Agreement (General)","indemnity-agreement-D885",{"situation":259,"recommended_template":260,"slug":261},"Appointing the director for the first time with full terms","Director Appointment Letter","letter-to-customer-not-home-for-service-appointment-D1301",[263,266,269,272,275,278,281,284,287,290],{"term":264,"definition":265},"Indemnity","A commitment by one party (the company) to compensate another (the director) for losses, costs, or liabilities they incur in a defined role.",{"term":267,"definition":268},"Indemnitee","The person receiving protection under an indemnity agreement — in this context, the director being indemnified.",{"term":270,"definition":271},"Indemnitor","The party providing the indemnity commitment — here, the company whose board the director serves on.",{"term":273,"definition":274},"Advancement of Expenses","A provision requiring the company to pay a director's legal costs upfront during a proceeding, before the final outcome is determined.",{"term":276,"definition":277},"Undertaking to Repay","A director's promise to return advanced expenses if it is ultimately determined they are not entitled to indemnification.",{"term":279,"definition":280},"Good Faith","Acting honestly and in the company's best interest — the standard a director must meet to qualify for indemnity coverage.",{"term":282,"definition":283},"Willful Misconduct","Deliberate wrongdoing or reckless disregard for legal obligations — typically excluded from indemnity coverage.",{"term":285,"definition":286},"D&O Insurance","Directors and Officers liability insurance, which sits alongside (but does not replace) a contractual indemnity and covers claims up to policy limits.",{"term":288,"definition":289},"Covered Proceeding","Any legal action, investigation, or administrative proceeding in which the director is named because of acts taken in their board capacity.",{"term":291,"definition":292},"Effective Date","The date from which the indemnity commitment applies — typically the date the director was first appointed, not the date the form is signed.",[294,299,304,309,314,319,324,329,334],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Company details","Full legal name, registered address, and jurisdiction of incorporation of the company granting the indemnity.","[COMPANY LEGAL NAME], a corporation incorporated under the laws of [STATE/PROVINCE], with its registered office at [ADDRESS] ('Company').","Using a trade name instead of the registered legal entity name — if the entity name doesn't match incorporation records, the indemnity may be unenforceable against the correct legal entity.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Director identification","Full legal name and address of the director receiving indemnity protection.","[DIRECTOR FULL LEGAL NAME], residing at [ADDRESS] ('Director').","Using a nickname or abbreviated name — the director's name must match their government-issued ID and any corporate registry filings exactly.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Effective date of coverage","The date from which the indemnity applies, ideally backdated to the director's original appointment date.","This indemnity is effective as of [DATE OF ORIGINAL APPOINTMENT] ('Effective Date').","Defaulting to the signing date rather than the appointment date — this leaves a gap during which early board decisions are unprotected.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Scope of indemnified acts","Describes the category of actions covered: decisions, votes, and omissions made in the director's official capacity on behalf of the company.","The Company shall indemnify the Director against all losses, costs, charges, and expenses incurred in connection with any proceeding arising from any act or omission by the Director in their capacity as a director of the Company.","Limiting scope to formal board meetings only — directors make decisions via written resolutions and informal consultations that also create liability exposure.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Exclusions (bad faith and misconduct)","Lists circumstances where indemnity does not apply, typically including fraud, willful misconduct, and knowing violation of applicable law.","No indemnity shall be provided under this Agreement in respect of any act or omission involving fraud, willful misconduct, or a knowing violation of applicable law by the Director.","Omitting exclusions entirely — a form with no carve-outs may be read as providing unlimited coverage, which courts frequently decline to enforce.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Advancement of expenses","Commits the company to pay the director's legal costs as they arise during a covered proceeding, before the final outcome is known.","The Company shall advance reasonable legal expenses incurred by the Director in connection with any Covered Proceeding, promptly upon written request, subject to receipt of an Undertaking to Repay.","Leaving this field blank — without advancement language, the director must fund their own defense and seek reimbursement only after the proceeding concludes, which can take years.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Undertaking to repay","The director's acknowledgment that they will return any advanced expenses if a final determination finds they were not entitled to indemnity.","As a condition of the advancement of expenses, the Director undertakes to repay any amounts so advanced if it is ultimately determined that the Director is not entitled to indemnification under this Agreement.","Treating this as optional — advancement without an undertaking to repay creates an unconditional grant that many jurisdictions will not allow the company to deduct.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"D&O insurance coordination","Confirms that this indemnity is in addition to, not a replacement for, any D&O insurance coverage the company maintains.","This Agreement is intended to supplement, and not to limit or replace, any directors and officers liability insurance maintained by the Company. The Director shall cooperate with the Company's insurer as required under any applicable policy.","Omitting the coordination clause — without it, an insurer may argue the contractual indemnity constitutes a competing obligation and attempt to reduce its own payout.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law","States which jurisdiction's law governs interpretation and enforcement of the indemnity form.","This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING JURISDICTION], without regard to its conflict-of-laws rules.","Copying governing law from a contract template for a different jurisdiction — indemnity rights for directors are heavily shaped by local corporate statutes and must match the company's incorporation jurisdiction.",[340,345,350,355,360,365,370],{"step":341,"title":342,"description":343,"tip":344},1,"Enter the company's registered legal name and address","Use the full legal name exactly as it appears on your certificate of incorporation or articles of organization. Include the registered address and jurisdiction.","Pull the exact name from your corporate registry filing — even a minor spelling variation can complicate enforcement.",{"step":346,"title":347,"description":348,"tip":349},2,"Identify the director by full legal name and address","Enter the director's name as it appears on their government ID and any corporate registry appointment filings. Include their residential or registered address.","Cross-check the name against your company's register of directors to ensure consistency across all corporate records.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the effective date to the original appointment date","Enter the date the director was first appointed to the board — not today's date — so that coverage applies retroactively to all prior board decisions.","If the director has served multiple terms, use the date of their first appointment to maximize coverage continuity.",{"step":356,"title":357,"description":358,"tip":359},4,"Define the scope of indemnified acts","Confirm the scope language covers all acts and omissions in the director's official capacity, including written resolutions, committee decisions, and informal consultations — not only formal board meetings.","Avoid adding bespoke restrictions here unless specifically advised by counsel — narrowing scope creates coverage gaps the director may not anticipate.",{"step":361,"title":362,"description":363,"tip":364},5,"Confirm the exclusions are appropriate","Review the bad-faith, willful-misconduct, and knowing-violation exclusions to ensure they match the carve-outs in your company's bylaws and any D&O insurance policy.","If your bylaws provide broader indemnity than the form's exclusions, update the form to match — inconsistency between documents creates uncertainty for both parties.",{"step":366,"title":367,"description":368,"tip":369},6,"Include the undertaking-to-repay clause with the advancement provision","Ensure both the advancement-of-expenses commitment and the director's undertaking to repay appear together. One without the other creates either a funding gap or an unconditional grant.","The undertaking can be a standalone letter signed by the director at the time expenses are first advanced, referenced here by inclusion.",{"step":371,"title":372,"description":373,"tip":374},7,"State the governing law matching the incorporation jurisdiction","Enter the state, province, or country whose corporate law governs — this should match the jurisdiction in your certificate of incorporation, not the director's residence.","Delaware corporations should specify Delaware law even if operations or the director are based elsewhere.",[376,380,384,388],{"mistake":377,"why_it_matters":378,"fix":379},"Using the signing date as the effective date","Directors make consequential decisions from their first day on the board. An effective date set to the signing date leaves all prior acts unprotected.","Always set the effective date to the director's original appointment date and confirm this matches the corporate register.",{"mistake":381,"why_it_matters":382,"fix":383},"Omitting the advancement-of-expenses clause","Without advancement, a director facing a multi-year legal proceeding must personally fund their defense — which often deters qualified candidates from joining boards.","Include a clear advancement commitment tied to a written request process and an undertaking-to-repay obligation.",{"mistake":385,"why_it_matters":386,"fix":387},"No exclusion clause for fraud and willful misconduct","An indemnity with no carve-outs is frequently challenged by courts and shareholders as an improper grant of unlimited company funds.","Include standard exclusions for fraud, willful misconduct, and knowing violations of applicable law, aligned to your jurisdiction's corporate statute.",{"mistake":389,"why_it_matters":390,"fix":391},"Mismatching governing law and incorporation jurisdiction","Director indemnity rights are defined by corporate statute — applying the wrong jurisdiction's law can void rights the statute grants or expand liability beyond what the statute allows.","Set governing law to the jurisdiction where the company is incorporated, not where it operates or where the director resides.",[393,396,399,402,405,408,411,414],{"question":394,"answer":395},"What is a director indemnity form?","A director indemnity form is a written commitment from a company to protect its directors from personal financial liability for decisions made in good faith in their board capacity. It covers legal costs, settlements, and judgments arising from covered proceedings, giving directors the confidence to make decisions without fear of personal ruin. The short form version documents the core commitment concisely, without the extensive negotiated provisions found in a long-form agreement.\n",{"question":397,"answer":398},"Is a director indemnity form legally required?","No jurisdiction universally mandates a separate written indemnity form — many corporate statutes permit indemnity through bylaw provisions alone. However, a signed standalone form provides clearer, more direct evidence of the company's commitment and is typically required by independent directors and investors as a condition of board service.\n",{"question":400,"answer":401},"What is the difference between a short form and a long form director indemnity?","A short form covers the essential indemnity commitment — scope, exclusions, advancement, and governing law — in a concise, standardized format. A long form adds negotiated provisions such as specific litigation management rights, detailed insurance-coordination mechanics, dispute resolution procedures, and survival clauses. Short forms are appropriate for most board appointments; long forms are used for senior executives, high-liability industries, or directors with significant negotiating leverage.\n",{"question":403,"answer":404},"Does a director indemnity form replace D&O insurance?","No. A contractual indemnity is only as strong as the company's financial ability to pay — if the company is insolvent, the indemnity is worthless. D&O insurance pays claims regardless of the company's financial condition, up to policy limits. Best practice is to maintain both: the indemnity form as the primary commitment and D&O insurance as the backstop.\n",{"question":406,"answer":407},"What acts are typically excluded from director indemnity?","Standard exclusions include fraud, willful misconduct, dishonest acts, and knowing violations of applicable law. Some forms also exclude claims brought by the company itself against the director. Negligence — even gross negligence — is typically covered, because the exclusions are limited to intentional wrongdoing rather than errors in judgment.\n",{"question":409,"answer":410},"Can a director indemnity form be backdated?","The effective date should be set to the director's original appointment date to ensure all prior acts in their board capacity are covered. This is not backdating in a fraudulent sense — it is simply aligning the coverage period to the actual service period. The form is signed on the current date; the effective date reflects when the relationship and associated liability began.\n",{"question":412,"answer":413},"Who signs a director indemnity short form?","Typically, an authorized officer of the company — the CEO, president, or company secretary — signs on behalf of the company. The director being indemnified acknowledges and accepts the form. Some companies also require board approval by resolution before issuing the form, which is recorded in board minutes separately.\n",{"question":415,"answer":416},"Does the form need to be notarized?","Notarization is not required for a director indemnity form in most jurisdictions. The document derives its authority from the company's corporate capacity to grant indemnity and from the authorized signature of a company officer, not from notarial certification.\n",[418,422,426,430],{"industry":419,"icon_asset_id":420,"specifics":421},"Technology / SaaS","industry-saas","Startup boards frequently include investor nominees and independent advisors who require written indemnity before accepting seats on early-stage company boards.",{"industry":423,"icon_asset_id":424,"specifics":425},"Financial Services","industry-fintech","Regulatory proceedings and enforcement actions make director indemnity essential; the form is issued alongside D&O coverage as standard practice for licensed entities.",{"industry":427,"icon_asset_id":428,"specifics":429},"Nonprofit","industry-nonprofit","Volunteer board members of nonprofits routinely require a written indemnity form before accepting appointments, given the absence of equity compensation for their service.",{"industry":431,"icon_asset_id":432,"specifics":433},"Professional Services","industry-professional-services","Law firms, accounting firms, and consulting partnerships use director indemnity forms when appointing non-equity partners or external advisors to governance boards.",[435,438,441,444],{"vs":256,"vs_template_id":436,"summary":437},"indemnity-agreement-D1404","A general indemnity agreement can apply to any party — contractors, suppliers, or third parties. A director-specific form is tailored to corporate governance obligations, advancement of expenses, and the statutory indemnity framework that applies to board members. Use the general form for commercial relationships and this form for board appointments.",{"vs":260,"vs_template_id":439,"summary":440},"appointment-of-director-D1335","A director appointment letter confirms the role, responsibilities, and compensation of a new board member. It does not, on its own, constitute a binding indemnity commitment. The indemnity form is a separate document that should accompany the appointment letter to provide full legal protection from day one.",{"vs":248,"vs_template_id":442,"summary":443},"minutes-of-board-meeting-D1344","Board minutes can record a resolution to indemnify directors, but a resolution alone lacks the direct contractual relationship between company and individual director that a signed indemnity form creates. A signed form is harder to challenge than a minutes entry and is the document directors typically rely on in proceedings.",{"vs":445,"vs_template_id":446,"summary":447},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA governs the confidentiality obligations of a director regarding company information. An indemnity form governs the company's financial obligations to the director regarding liability. Both are standard board-onboarding documents but serve entirely different purposes — one protects the company, the other protects the individual.",{"use_template":449,"template_plus_review":453,"custom_drafted":457},{"best_for":450,"cost":451,"time":452},"Standard board appointments at SMEs, startups, and nonprofits with straightforward governance structures","Free","10 minutes per director",{"best_for":454,"cost":455,"time":456},"Companies in regulated industries, multi-jurisdiction boards, or where independent directors negotiate their own terms","$200–$500 for a brief legal review","1–2 days",{"best_for":458,"cost":459,"time":460},"Public companies, PE-backed boards with multiple nominee directors, or senior executives requiring negotiated indemnity terms","$1,000–$3,000+","1–2 weeks",[257,462,463,446,464,465,466,467,468,469,470,471],"late-appointment-policy-D13426","minutes-for-a-formal-meeting-D13","employment-agreement-executive-D543","resignation-of-officer-D85","certificate-of-corporate-resolution-D3","conflict-of-interest-policy-for-board-members-D13933","llc-member-withrawal-agreement-D13273","confidentiality-agreement-D950","board-resolution-approving-compensation-for-board-of-directors-D39","adhesion-to-the-unanimous-shareholder-agreement-D848",{"emit_how_to":473,"emit_defined_term":473},true,{"primary_folder":136,"secondary_folder":475,"document_type":476,"industry":477,"business_stage":478,"tags":479,"confidence":485},"guaranties-and-collateral","agreement","general","all-stages",[480,481,482,483,484],"indemnity","legal","directors","liability-protection","corporate-governance",0.92,"\u003Ch2>What is an Indemnity for Directors Short Form?\u003C/h2>\n\u003Cp>An \u003Cstrong>Indemnity for Directors Short Form\u003C/strong> is a concise corporate document in which a company formally commits to protect its directors from personal financial liability for decisions made in good faith during their board service. It covers legal costs, settlements, and judgments arising from any proceeding brought against a director because of an act or omission in their official capacity — while carving out fraud, willful misconduct, and knowing violations of law. The short form version distills this commitment into a standardized, easy-to-execute record without the negotiated complexity of a full indemnification agreement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written indemnity form, a director facing a legal proceeding must personally fund their defense while waiting to see whether the company will reimburse them — and whether the company will still exist or be solvent when the proceeding concludes. Qualified independent directors, investor nominees, and experienced advisors routinely decline board appointments where no written indemnity exists, because a bylaw provision alone offers no direct contractual claim against the company. Issuing a signed form at onboarding eliminates this barrier, aligns your governance records with best practice, and gives each director a clear, enforceable document they can rely on if a claim arises. This template lets you produce that record in minutes rather than drafting from scratch.\u003C/p>\n",1781186018027]