Deed of Indemnity and Access. Law Institute of Victoria Limited (Institute) The Officers specified in the Schedule to this Deed (Officer)

Transcription

1 Law Institute of Victoria Limited (Institute) The Officers specified in the Schedule to this Deed (Officer) Deed of Indemnity and Access Level 26, 385 Bourke Street, Melbourne VIC 3000 GPO Box 1533N, Melbourne VIC 3001 DX 252 Melbourne T F Ref:FWP:

2 Parties Law Institute of Victoria Limited ABN Bourke Street, Melbourne ("Institute") The Officer specified in the Schedule to this Deed ("Officer") Background A. The Officer is an Officer of the Institute. B. Clauses 103 and 104 of the Constitution provide indemnity and insurance provisions for Officer. C. The Officer has requested that the Institute execute this deed in consideration of the Officer continuing as an Officer of the Institute. Agreed terms 1. Definitions and interpretation 1.1 Definitions In this deed, unless a contrary intention appears: "Board Paper" means all papers, minutes, letters of advice, reports and other documents prepared for or circulated to directors of the Institute whilst the Officer is an officer, and includes all documents of the Institute referred to in any of those documents; "Constitution" means the Constitution of the Institute; "Indemnity Policy" means the insurance policy which the Institute is required to take out under clause 3; "Insurer" means the insurance company with which the Institute takes out the cover for Officers under this deed; "Other Corporations" means Managed Mortgage Fidelity Fund Pty Ltd, Law Society of Victoria Pty Ltd and Lawyers Information Network Pty Ltd; "Proceeding" means any action, claim, investigation, enquiry or administrative, civil or criminal proceeding; "Records" means all files, financial material, specifications and other documents of any kind, whether in written, electronic or other form; and "Third Party" means any person other than the Institute.

3 Page 2 2. Indemnity and defence costs 2.1 Institute indemnity As far as is permitted by section 199A of the Corporations Act 2001 (Commonwealth), and other statutory provisions, except to the extent (if any) to which an indemnity is prohibited by the Constitution or the common law, the Institute agrees to indemnify the Officer against: any liability incurred as an officer of the Institute to a Third Party which arises as a result of anything done, or omitted to be done by the Officer, in good faith while an officer of the Institute; and the Officer's reasonable legal costs on a lawyer and own client basis incurred in relation to any Proceeding by a Third Party in relation to those matters. 2.2 Indemnity precondition It is a precondition of this indemnity that the Officer: (c) notify the Institute in writing as soon as practical after becoming aware of any incident which the Officer reasonably considers may result in a Third Party Proceeding; and notify the Insurer of any potential Third Party Proceeding within any time periods required under the Indemnity Policy, but in any event not exceeding 30 days of becoming aware of any potential Third Party Proceeding; and if served with any writ or other process: 2.3 Notification of time limits (1) take all necessary steps to instruct lawyers to defend the Proceeding, unless the Institute, where it is not prejudicial to the Officer, decides to conduct the defence; and (2) if requested by the Institute, sign all documents necessary to consent that the Institute (subject to the provisions of paragraph (c)(1)) or its insurers have the carriage of the defence in the name of the Officer. The Institute agrees to notify the Officer of the time limits referred to in clause 2.2 and of any change to them. 3. Insurance As far as is permitted by section 199B of the Corporations Act 2001 (Commonwealth) and other statutory provisions, except to the extent (if any) to which insurance is prohibited by the Constitution or the common law, the Institute: agrees to keep the Officer insured both while an officer of the Institute and for a period of seven years from the date that the Officer ceases to be an officer of the Institute against liability and legal expenses in connection with any matter or thing done in good faith as an officer of the Institute; and must provide the Officer upon request with a copy of the Indemnity Policy and a certificate of currency.

4 Page 3 If the Insurer at any stage during the progress of the Proceeding declines to fund an Officer's legal expenses, the Institute may resolve to obtain written advice from an experienced lawyer as to whether action against the Insurer claiming improper rejection of the claim for legal expenses has a reasonable prospect of success, and the Institute may, on any conditions as it determines in its discretion, advance funds to that Officer. 4. Access to Records and Board Papers 4.1 Institute to keep and maintain Records and Board Papers The Institute agrees to keep an up to date and complete set of all Board Papers, in chronological order, in suitable secure custody at all times and to maintain the Records of the Institute for the period required by law. 4.2 Institute to provide copies On written request, the Institute must provide during normal business hours and at no cost to the Officer, copies of Board Papers if: (c) (d) the Officer is being sued or a Proceeding is anticipated against the Officer in his or her personal capacity for some act or omission that occurred as an officer of the Institute; the Officer reasonably requires access to Board Papers to respond to or defend the suit or Proceeding; the Board Papers requested are relevant to the suit or Proceeding; and the Officer gives a written undertaking that the Board Papers will be used for no purpose other than to defend the suit or Proceeding. 4.3 Legal professional privilege The Institute will not be required to provide access to or copies of material included in the Board Papers in respect of which the Institute is entitled to claim legal professional privilege unless the Officer is also entitled to claim legal professional privilege in respect of the same material. 5. Other Corporations The liabilities, obligations and duties of the Institute under this deed also apply for the benefit of each Officer who is an Officer of the Other Corporations from time to time for any liability of that Officer incurred as an officer of any of the Other Corporations and all the provisions of this deed (including obligations of the Officer and limits on any provisions) apply mutatis mutandis in relation to the Other Corporations. 6. General 6.1 Lawyers The Institute will, in seeking legal advice, retain lawyers on the basis that, except when expressly stated to the contrary, the lawyers are retained jointly on behalf of both the Institute and its officers, in each officer's personal capacity.

5 Page Severability The provisions of this deed are severable. If any provision is found to be unlawful, void or unenforceable, then that provision will be read down to the extent necessary to ensure that it does not infringe any law or is not otherwise unlawful, void or unenforceable so as to give it a valid operation of a partial character. If the infringing provision cannot be read down it will be taken to be deleted as if it had never been included in this deed and the remaining provisions will continue to have their full force and effect. 7. Officer s Rights under Constitution Nothing in this deed limits any rights which an Officer may have under the Constitution.

6 Page 5 Schedule Officer Full Name Address

7 Page 6 Executed as a deed on 2014 EXECUTED by Law Institute of Victoria Limited ABN in accordance with section 127 of the Corporations Act 2001: Signature:... Signature:... Name:... Name:... Director PLEASE PRINT PLEASE PRINT Director/Secretary * * Delete as appropriate SIGNED SEALED AND DELIVERED by in the presence of: Signature:... Signature:... Name:... PLEASE PRINT Witness