Undertaking of Indemnification - Director

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Email: {{email}}

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UNDERTAKING OF INDEMNIFICATION - DIRECTOR

This Undertaking of Indemnification (“Undertaking”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{company_name}}, a company duly incorporated in accordance with the laws of {{country}}, with its registered office at {{company_address}} (hereinafter referred to as “the Company”);

AND

{{director_full_name}}, Identity Number {{id_number}}, residing at {{director_address}} (hereinafter referred to as “the Director”).

WHEREAS the Director is serving or has agreed to serve as a director of the Company; and

WHEREAS the Company recognises the importance of attracting and retaining highly qualified individuals to serve as its directors and wishes to provide them with protection against certain liabilities that may arise by reason of their service to the Company.

1. INDEMNIFICATION

1.1 Subject to the terms and conditions of this Undertaking, the Company hereby agrees to indemnify and hold harmless the Director to the fullest extent permitted by law, from and against all losses, liabilities, damages, judgments, fines, penalties, expenses (including reasonable attorneys' fees and disbursements), and amounts paid in settlement, actually and reasonably incurred by the Director in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter referred to as a “Proceeding”), to which the Director was or is a party or is threatened to be made a party by reason of the Director’s service as a director of the Company.

1.2 This indemnification shall include acts or omissions by the Director in their capacity as a director, officer, employee, or agent of the Company, or in serving at the request of the Company as a director, officer, employee, or agent of another enterprise.

2. LIMITATIONS ON INDEMNIFICATION

2.1 Notwithstanding anything to the contrary herein, the Company shall not be obligated to indemnify the Director for any expenses, judgments, fines, and amounts paid in settlement if it is finally determined by a court of competent jurisdiction that the Director acted in bad faith, was grossly negligent, or engaged in wilful misconduct in the performance of their duties.

2.2 The Company shall not indemnify the Director for any amounts paid in settlement of any Proceeding unless such settlement is approved in advance by the Company’s board of directors.

2.3 This indemnification shall not apply to any Proceeding initiated by the Director against the Company unless such Proceeding was authorised by the Company’s board of directors.

3. ADVANCEMENT OF EXPENSES

3.1 The Company shall advance all reasonable expenses (including legal fees) incurred by the Director in defending any Proceeding, in advance of final disposition of such Proceeding, provided that the Director undertakes to repay such amounts if it is ultimately determined that the Director is not entitled to indemnification under this Undertaking and applicable law.

3.2 Such undertaking shall be an unlimited general obligation of the Director but need not be secured. The Director shall provide the Company with a written undertaking to repay such advances as soon as practically possible upon request.

4. NOTICE AND CO-OPERATION

4.1 The Director shall promptly notify the Company in writing of any Proceeding for which indemnification may be sought under this Undertaking.

4.2 The Director shall co-operate with the Company in the defence of any Proceeding and shall provide the Company with all information and documents reasonably requested in connection therewith.

5. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

5.1 The Company shall use its reasonable endeavours to maintain a Directors' and Officers' Liability Insurance policy with reputable insurers, providing coverage for the Director in accordance with industry standards and the terms of this Undertaking. The existence of such insurance shall not limit the Company’s obligations hereunder.

6. GOVERNING LAW AND JURISDICTION

6.1 This Undertaking shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.

6.2 Any dispute arising out of or in connection with this Undertaking shall be subject to the exclusive jurisdiction of the courts of {{country_of_governing_law}}.

7. SEVERABILITY

7.1 If any provision of this Undertaking is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

8. ENTIRE AGREEMENT

8.1 This Undertaking constitutes the entire agreement between the Company and the Director regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations, oral or written, between them.

SIGNED AT {{city}} ON THIS {{day}} DAY OF {{month}}, {{year}}.

FOR AND ON BEHALF OF {{company_name}}

_____________________________

Name: {{authorised_signatory_name}}

Capacity: {{authorised_signatory_capacity}}

DIRECTOR

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Name: {{director_full_name}}