Letter of Indemnification to Former Director

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date and Addressee

{{date}}

{{former_director_name}}

{{former_director_address}}

Subject: Letter of Indemnification

Dear {{former_director_name}},

This Letter of Indemnification ("Agreement") is made as of the {{date_of_agreement}}, between {{company_name}} (the "Company"), a company duly incorporated under the laws of {{country}}, with its registered office at {{company_address}}, and you, {{former_director_name}}, residing at {{former_director_address}} (the "Indemnitee").

Recitals

WHEREAS, the Indemnitee has served as a director of the Company from {{start_date}} to {{end_date}} (the "Service Term"); and

WHEREAS, in the course of the Indemnitee's service to the Company, the Indemnitee may have undertaken certain actions and decisions within the scope of their duties as a director; and

WHEREAS, the Company recognizes the importance of protecting its directors, past and present, from certain liabilities arising from their service and desires to indemnify the Indemnitee to the fullest extent permitted by law; and

WHEREAS, the Company's Articles of Incorporation/Memorandum of Association and/or Bylaws provide for the indemnification of its directors.

Agreement to Indemnify

The Company hereby agrees to indemnify and hold harmless the Indemnitee to the fullest extent permitted by the laws of {{country}}, from and against any and all expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement) reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), in which the Indemnitee is, was, or becomes a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another enterprise, provided that the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful.

Exclusions from Indemnification

Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for any expenses incurred in connection with a Proceeding to the extent that such expenses arise from or are related to:

a. The Indemnitee's willful misconduct or gross negligence;

b. The Indemnitee's fraudulent or dishonest acts;

c. The Indemnitee's breach of their duty of loyalty to the Company;

d. Any claim initiated by the Indemnitee against the Company, unless such claim is authorized by the Company's Board of Directors; or

e. Any matter as to which the Indemnitee shall have been adjudged liable for improper personal benefit or profit.

Advancement of Expenses

The Company further agrees to advance to the Indemnitee expenses incurred in defending any Proceeding covered by this Agreement, including attorneys' fees, in advance of the final disposition of such Proceeding. Such advancements shall be made upon receipt of a written undertaking by the Indemnitee to repay all amounts advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as provided herein.

Notice and Cooperation

The Indemnitee agrees to promptly notify the Company in writing of any Proceeding for which indemnification may be sought under this Agreement. The Indemnitee further agrees to cooperate with the Company in the defense or settlement of any such Proceeding and to provide the Company with all necessary information and assistance requested.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of {{country}}, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{country}}.

Entire Agreement

This Agreement constitutes the entire agreement between the Company and the Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Signature

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer as of the date first written above.

For and on behalf of {{company_name}}

___________________________

{{authorized_signatory_name}}

{{authorized_signatory_title}}

Acknowledged and Agreed by:

___________________________

{{former_director_name}}