About Us | Services | Resources | Faculties | Stakeholder Relations | Support Centre | Contact Us | My Mail | My Account
HDFI | Home
 
Appointment of Directors
Directors’ Responsibility
Directors
Indemnity Agreement

Indemnity Agreement
Page: 1 - 2 - 3- 4 - 5

AGENT INDEMNITY AGREEMENT SPECIMEN
Adopted and takes effect as at the 18th day of August, 2007
-------------------------


This Agent Indemnity Agreement is made and entered into this ___ day of _________, 20__ by and between

HD Faculty Inc., a limited liability company that is duly formed and exist by virtues of the laws of Canada (hereinafter referred to as “HD Faculty™”),

- And –

[Real Name of: Director/Officer] (hereinafter referred to as the “Agent”).

RECITALS
WHEREAS the Agent performs a valuable service to HD Faculty™ in his/her capacity as [a/an] [director/officer] of HD Faculty Inc., which is commonly referred to as “HD Faculty™”);  and,

WHEREAS the shareholders of HD Faculty have adopted by-laws (the “Bylaws”) providing for the indemnification of the presiding directors, officers, employees and other authorized Agents of HD Faculty™, including persons serving at the request of HD Faculty™ in such capacities with other related corporation or enterprises, as permitted by the Canada Business Corporations Act, as amended from time to time, (the “Act”); and,

WHEREAS
the Bylaws and the Act, by their non-exclusive nature, permit contracts between HD Faculty™ and its Agents, officers, employees and other authorized qualified individuals that are deemed Agents with respect to indemnification of such persons; and,

WHEREAS
in order to bring on the Agent to serve as [a/an] [director/officer] of HD Faculty™, HD Faculty™ has determined and agreed to enter into this Agreement with the Agent;

NOW, THEREFOR[E],
in consideration of the Agent’s service being provided in the capacity as [a/an] [director/officer] after the effective date, the parties hereto agree as follows:

1.  Services to HD Faculty™. the Agent will serve, at the will of HD Faculty™ or under separate contract, if any such contract exists, as [a/an] [director/officer] of HD Faculty or as a director, officer or other fiduciary of an affiliate of HD Faculty (including any employee benefit plan of HD Faculty™) faithfully and to the best of his/her ability so long as he/she is duly elected and qualified in accordance with the provisions of the Bylaws and is a duly appointed officer of HD Faculty™ or such affiliate; provided, however, that the Agent may at any time and for any reason resign from such position (subject to any contractual obligation that the Agent may have assumed apart from this Agreement) and that HD Faculty or any affiliate shall have no obligation under this Agreement to continue the Agent in any such position.

2.  Indemnity of the Agent.
HD Faculty™ hereby agrees to hold harmless and indemnify the Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Act, as the same may be amended from time to time (but, only to the extent that such amendment permits HD Faculty™ to provide broader indemnification rights than the Bylaws or the Act permitted prior to adoption of such amendment).

Page: 1 - 2 - 3- 4 - 5

 

HD Logo

Legal & Privacy Copyright © HD Faculty™| All Rights Reserved.