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The Director Indemnification Agreement is a crucial document used to protect directors from personal liability while serving on a company's board in the Netherlands. It is typically implemented upon appointment of new directors or as part of updating corporate governance structures. This agreement outlines the company's commitment to indemnify directors against claims and expenses arising from their official duties, subject to limitations under Dutch law. The document becomes particularly important in the context of increasing director liability risks and regulatory scrutiny. It complements D&O insurance coverage and provides additional protection by contractually establishing the scope of indemnification, claim procedures, and the company's obligations. The agreement must comply with Dutch Civil Code requirements, particularly Book 2, and align with corporate governance best practices.

1. Parties: Identification of the company and the director entering into the indemnification agreement

2. Background: Context of the agreement, including director's role and statutory basis for indemnification

3. Definitions: Key terms including 'Proceedings', 'Losses', 'Claims', 'Indemnifiable Events', and other relevant definitions

4. Scope of Indemnification: Detailed description of what events, actions, and costs are covered by the indemnification

5. Exclusions from Indemnification: Specific circumstances where indemnification will not apply, such as fraudulent acts or criminal behavior

6. Advancement of Expenses: Provisions for advancing legal fees and other costs before final disposition of a claim

7. Procedures for Claims: Process for notifying the company of claims and requesting indemnification

8. Company's Right to Defense: Company's rights regarding selection of counsel and control of defense

9. Director's Obligations: Director's duties regarding cooperation, notification, and good faith requirements

10. Insurance: Relationship between indemnification and D&O insurance coverage

11. Duration and Survival: Term of the agreement and survival of rights after directorship ends

12. General Provisions: Standard clauses including governing law, amendments, notices, and severability