-Indemnification_Letter_-赔偿协议中英文01

英文赔偿合同范本Compensation AgreementThis Compensation Agreement (the "Agreement") is made and entered into as of [date] and between [Party A Name] (hereinafter referred to as "Party A") and [Party B Name] (hereinafter referred to as "Party B").1. RecitalsWHEREAS, Party A and Party B have entered into a business transaction or arrangement (the "Transaction"); andWHEREAS, certn circumstances have arisen which may give rise to potential liability or damages for Party B.2. Compensation ObligationParty A agrees to pensate Party B for any and all losses, damages, liabilities, costs, and expenses (including but not limited to legal fees and court costs) incurred Party B as a result of the Transaction, to the extent such losses, damages, liabilities, costs, and expenses are directly attributable to the actions or omissions of Party A.3. Calculation of CompensationThe pensation payable Party A to Party B shall be calculated in accordance with the following formula or methodology: [Describe the specific calculation method].4. Time and Method of PaymentParty A shall make the pensation payment to Party B within [number of days] days after the determination of the amount of pensation. The payment shall be made [specify the payment method, such as bank transfer or check].5. IndemnificationParty A shall indemnify and hold Party B harmless from and agnst any and all clms, demands, actions, suits, or proceedings brought any third party agnst Party B arising out of or in connection with the Transaction, to the extent such clms, demands, actions, suits, or proceedings are directly attributable to the actions or omissions of Party A.6. Representations and WarrantiesEach party represents and warrants to the other party that:(a) It has the legal capacity and authority to enter into this Agreement and perform its obligations hereunder.(b) The execution and performance of this Agreement does not violate any law, regulation, or contractual obligation to which it is subject.7. ConfidentialityThe terms and conditions of this Agreement shall be kept confidential both parties, except as required law or with the prior written consent of the other party.8. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved the courts of [jurisdiction].9. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Party A: [Party A Signature]Name: [Party A Name]Date: [Date]Party B: [Party B Signature]Name: [Party B Name]Date: [Date]。

You are or have been appointed an office holder of xxx (the “Company”), and in order to enhance your service to the Company in an effective manner, the Company desires to provide hereunder for your indemnification to the fullest extent permitted by law as set forth in this indemnification letter (the “Indemnification Letter”).你被或已经被任命为XXX的公职人员（简称“公司”），为了你能更有效的服务于公司，公司愿意根据在这个赔偿信（以下简称“赔偿信”）中提到的条款在法律允许的范围内最大程度地为你提供赔偿。

In consideration of your continuing to serve the Company, the Company hereby agrees as follows:鉴于你继续为公司服务，公司在此同意如下：1.The Company hereby undertakes to indemnify you to the maximum extent permitted by the Companies Law –1999 (the “Companies Law”)for any liability and Expense (as defined below) that may be imposed upon you due to an act performed or failure to act by you in your capacity as an Office Holder (as defined in the Companies Law) or an employee, agent or fiduciary of the Company or any subsidiary of the Company or any entity in which you serve as an Office Holder or an employee, agent or fiduciary at the request of the Company either prior to or after the date hereof in respect of the following (“Indemnifiable Events”):作为公司或公司的任何子公司的公职人员、员工、代理或受托人，或者公司要求下在你做为公职人员、代理或者受托人而服务的实体中在下面的赔偿事件之前或之后在你能力范围内你行使的行为或者失职而施加于你的任何负债和费用，公司将在此根据公司法1999（以下简称公司法）允许的范围内最大程度地对你进行赔偿。

赔偿英文协议书范本甲方（赔偿方）：[甲方全称]地址：[甲方地址]法定代表人：[甲方法定代表人姓名]乙方（受偿方）：[乙方全称]地址：[乙方地址]法定代表人：[乙方法定代表人姓名]鉴于甲方因[具体事件或行为]导致乙方遭受损失，双方本着平等自愿、诚实信用的原则，经过友好协商，就赔偿事宜达成如下协议：一、赔偿金额甲方同意向乙方支付赔偿金共计[金额]元（大写：[金额大写]），作为对乙方因[具体事件或行为]所遭受损失的补偿。

二、支付方式甲方应于本协议签订之日起[具体天数]个工作日内，通过[支付方式，如银行转账]将上述赔偿金支付至乙方指定的账户。

乙方指定账户信息如下：账户名：[乙方账户名]账号：[乙方账号]开户行：[乙方开户行]三、赔偿范围本协议所涉及的赔偿金包括但不限于乙方因[具体事件或行为]所遭受的直接经济损失、间接经济损失以及可能产生的合理费用。

四、赔偿金的接受乙方在收到甲方支付的赔偿金后，应向甲方出具收据，并确认收到的赔偿金已覆盖乙方因[具体事件或行为]所遭受的全部损失。

五、保密条款双方同意对本协议内容及赔偿事宜保密，未经对方书面同意，不得向第三方披露。

六、违约责任如甲方未能按照本协议约定支付赔偿金，应向乙方支付违约金，违约金的金额为未支付赔偿金的[百分比]%。

七、争议解决双方因本协议的解释、履行等发生争议时，应首先通过协商解决；协商不成时，任何一方均可向[约定的仲裁委员会或法院]提起仲裁或诉讼。

八、协议的变更和解除本协议的任何修改和补充均需双方协商一致，并以书面形式确认。

未经双方书面同意，任何一方不得擅自变更或解除本协议。

九、其他本协议一式两份，甲乙双方各执一份，具有同等法律效力。

本协议自双方签字盖章之日起生效。

甲方（盖章）：[甲方公司章]法定代表人（签字）：[甲方法定代表人签字]日期：[签订日期]乙方（盖章）：[乙方公司章]法定代表人（签字）：[乙方法定代表人签字] 日期：[签订日期]。

Indemnification Agreement [Director]补偿协议-THIS AGREEMENT is made and entered into this _________(M,D,Y) between AAA, Inc., a _________(PLACENAME) corporation ( Corporation ), whose address is _________ and _________ ( Director ), whose address is _________.RECITALS:A. WHEREAS, Director, a member of the Board of Directors of Corporation (the Board ), performs a valuable service in such capacity for Corporation; andB. WHEREAS, the stockholders of Corporation have adopted Bylaws (the Bylaws ) providing for the indemnification of the officers, directors, agents and employees of Corporation to the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended (the Law andC. WHEREAS, the Bylaws and the Law, as amended and in effect from time to time or any successor or other statutes of _________(PLACENAME) having similar import and effect, currently purport to be the controlling law governing Corporation with respect to certain aspects of corporate law, including indemnification of directors and officers; andD. WHEREAS, in accordance with the authorization provided by the Law, Corporation may from time to time purchase and maintain a policy or policies of BBB Insurance ( BBB Insurance ), covering certain liabilities which may be incurred by its directors and officers in the performance of services as directors and officers of Corporation; andE. WHEREAS, as a result of developments affecting the terms, scope and availability of BBB Insurance there exists general uncertainty as to the extent and overall desirability of protection afforded members of the Board of Directors by such BBB Insurance, if any, and by statutory and bylaw indemnification provisions; andF. WHEREAS, in order to induce Director to continue to serve as a member of the Board, Corporation has determined and agreed to enter into this contract with Director.NOW, THEREFORE, in consideration of Director’s continued service as a director after the date hereof, the parties hereto agree as follows:1. CERTAIN DEFINITIONS. The following terms used in this Agreement shall have the meanings set forth below. Other terms are defined where appropriate in this Agreement.(a) DISINTERESTED DIRECTOR shall mean a director of Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Director.(b) EXPENSES shall include all direct and indirect costs (including, without limitation, attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, all other disbursements or out-of-pocket expenses and reasonable compensation for time spent by Director for which he or she is otherwise not compensated by Corporation) actually and reasonably incurred in connection with a Proceeding or establishing or enforcing a right to indemnification under thisAgreement, applicable law or otherwise; provided, however, that Expenses shall not include any Liabilities.(c) FINAL ADVERSE DETERMINATION shall mean that a determination that Director is not entitled to indemnification shall have been made pursuant to Section 5hereof and either (i) a final adjudication in a _________(PLACENAME) court or decision of an arbitrator pursuant to Section 13(a) hereof shall have denied Director’s right to indemnification hereunder, or (ii) Director shall have failed to file a complaint in a _________(PLACENAME) court or seek an arbitrat or’s award pursuant to Section 13(a) for a period of one hundred twenty (120) days after the determination made pursuant to Section 5 hereof.(d) INDEPENDENT LEGAL COUNSEL shall mean a law firm or member of a law firm selected by Corporation and approved by Director (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent: (i) Corporation, in any material matter, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Legal Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Corporation orDirector in a Proceeding to determine Director’s right to indemnification under this Agreement.(e) LIABILITIES shall mean liabilities of any type whatsoever including, but not limited to, any judgments, fines, ERISA excise taxes and penalties, and penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any proceeding.(f) PROCEEDING shall mean any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom.(g) CHANGE OF CONTROL shall mean the occurrence of any of the following events after the date of this Agreement:(i) A change in the composition of the Board, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (1) had been directors of Corporation twenty-four (24)months prior to such change or (2) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of Corporation 24 months prior to such change and who were still in office at the time of the election or nomination; or(ii) Any person (as such term is used in section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of Corporation representing twenty percent (20%) or more of the combined voting power of Corporation’s then outstandin g securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the Capital Stock ), except that any change in ownership of Corporation’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of Corporation.2. INDEMNITY OF DIRECTOR. Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the Law, as may be amended fromtime to time.3. ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in Section 4 hereof, Corporation hereby further agrees to hold harmless and indemnify Director:(a) against any and all Expenses in connection with any Proceeding (including an action by or in the right of Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and(b) otherwise to the fullest extent as may be provided to Director by Corporation under the non-exclusivity provisions of the Bylaws of Corporation and the Law.4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to Section 3 hereof shall be paid by Corporation:(a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of such losses for which the Director is indemnified pursuant to Section 2 hereof or reimbursed pursuant to any BBB Insurance purchased and maintained by Corporation;(b) in respect of remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;(c) on account of any Proceeding in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;(d) on account of a Final Adverse Determination that Director’s conduct was knowingly fraudulent or deliberately dishonest or constituted willful misconduct;(e) provided there has been no Change of Control, on account of or arising in response to any Proceeding (other than a Proceeding referred to in Section 10(b) hereof) initiated by Director or any of Director’s affiliates against Corporation or any officer, director or stockholder of Corporation unless such Proceeding was authorized in the specific case by action of the Board of Directors of Corporation;(f) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful; or(g) on account of any Proceeding to the extent that Director is a plaintiff, a counter-complainant or a cross-complainant therein (other than a Proceeding permitted by Section 4(e) hereof).5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.(a) Whenever Director believes that he or she is entitled to indemnification pursuant to this Agreement, Director shall submit a written request for indemnification to Corporation. Any request for indemnification shall include sufficient documentation orinformation reasonably available to Director to support his or her claim for indemnification. Director shall submit his or her claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Director requests indemnification. The President, Secretary or other appropriate officer shall, promptly upon receipt of Director’s request for indemnification, advise the Board in writing that Director has made such a request. Determination of Director’s entitlement to indemnification shall be made not later than ninety (90) days after Corporation’s receipt of his or her written request for such indemnification.(b) The Director shall be entitled to select the forum in which Director’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 5(a). This forum shall be any one of the following:(i) The stockholders of Corporation;(ii) A quorum of the Board consisting of Disinterested Directors;(iii) Independent Legal Counsel, who shall make the determination in a written opinion; or(iv) A panel of three arbitrators, one selected by Corporation, another by Director and the third by the first two arbitrators selected. If for any reason three arbitrators are not selected within thirty (30) days after the appointment of the first arbitrator, then selection of additional arbitrators shall be made by the American Arbitration Association. If any arbitrator resigns or is unable to serve in such capacity for any reason, the American Arbitration Association shall select his or her replacement. The arbitration shall be conducted pursuant to the commercial arbitration rules of the American Arbitration Association now in effect. If Director fails to make such designation, his or her claim shall be determined by the forum selected by Corporation.6. PRESUMPTION AND EFFECT OF CERTAIN PROCEEDINGS. Upon making a request for indemnification, Director shall be presumed to be entitled to indemnification under this Agreement and Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement,arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as may be provided in Section 4 hereof, establish a presumption with regard to any factual matter relevant to determining Director’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant to Section 5(b) hereof shall have failed to make the requested determination within thirty (30) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event which could enable Corporation to determine Director’s entitlement to indemnification, the requisite determination that Director is entitled to indemnification shall be deemed to have been made.7. CONTRIBUTION. If the indemnification provided in Sections 2 and 3 is unavailable and may not be paid to Director for any reason other than those set forth in Section 4, then in respect of any Proceeding in which Corporation is or is alleged to be jointly liable with Director (or would be if joined in such Proceeding), Corporation shall contribute to the amount of Expenses and Liabilities paid or payable by Director in such proportion as is appropriate to reflect (i) the relative benefits received by Corporation on the one hand and Director on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault ofCorporation on the one hand and of Director on the other hand in connection with the events which resulted in such Expenses and Liabilities, as well as any other relevant equitable considerations. The relative fault of Corporation on the one hand and of Director on the other shall be determined by reference to, among other things, the parties’ relat ive intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities. Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.8. INSURANCE AND FUNDING. Corporation hereby represents and warrants that it shall purchase and maintain insurance to protect itself and/or Director against any Expenses and Liabilities in connection with any Proceeding to the fullest extent permitted by the Law.9. CONTINUATION OF OBLIGATIONS. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible Proceeding, by reason of the fact that Director was serving Corporation or such other entity in any capacity referred to herein.10. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by Director of notice of the commencement of any Proceeding, Director will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any Proceeding as to which Director notifies Corporation of the commencement thereof:(a) Corporation will be entitled to participate therein at its own expense;(b) Except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Director. After notice fromCorporation to Director of its election to assume the defense thereof, Corporation will not be liable to Director under this Agreement for any Expenses subsequently incurred by Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Director shall have the right to employ his or her own counsel in such Proceeding but the Expenses associated with the employment of such counsel incurred after notice from Corporation of its assumption of the defense thereof shall be at the expense of Director unless(i) the employment of counsel by Director has been authorized by Corporation,(ii) Director shall have reasonably concluded that there may be a conflict of interest between Corporation and Director in the conduct of the defense of such Proceeding or (iii) Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the Expenses of Director’s separate counsel shall be at the expense of Corporation. Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of Corporation or as to which Director shall have made the conclusion provided for in (ii) above; and(c) Provided there has been no Change of Control, Corporation shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld. Corporation shall be permitted to settle any Proceeding except that it shall not settle any Proceeding in any manner which would impose any penalty, out-of-pocket liability, or limitation on Directo r without Director’s written consent.11. ADV ANCEMENT AND REPAYMENT OF EXPENSES.(a) In the event that Director employs his or her own counsel pursuant to Section 10(b)(i) through (iii) above, Corporation shall advance to Director, prior to any final disposition of any Proceeding any and all Expenses incurred in investigating or defending any such Proceeding within ten (10) days after receiving copies of invoices presented to Director for such Expenses.(b) Director agrees that Director will reimburse Corporation for all Expenses paid by Corporation in defending any Proceeding against Director in the event and only to the extent that there has been a Final Adverse Determination that Director is not entitled, under the provisions of the Law, the Bylaws, this Agreement or otherwise, tobe indemnified by Corporation for such Expenses.12. REMEDIES OF DIRECTOR.(a) In the event that (i) a determination pursuant to Sectionhereof is made that Director is not entitled to indemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, or (iv) Director otherwise seeks enforcement of this Agreement, Director shall be entitled to a final adjudication in an appropriate court of his or her rights. Alternatively, Director at his or her option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association now in effect, whose decision is to be made within ninety (90) days following the filing of the demand for arbitration. The Corporation shall not oppose Director’s right to seek any such adjudication or arbitration award.(b) In the event that a determination that Director is not entitled to indemnification, in whole or in part, has been made pursuant to Sectionhereof, the decision in the judicial proceeding or arbitration provided in paragraph (a) of this Section 12 shall be made de novoand Director shall not be prejudiced by reason of a determination that he or she is not entitled to indemnification.(c) If a determination that Director is entitled to indemnification has been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, Corporation shall be bound by such determination in the absence of (i) a misrepresentation of a material fact by Director or (ii) a specific finding (which has become final) by an appropriate court that all or any part of such indemnification is expressly prohibited by law.(d) In any court proceeding pursuant to this Section 12, Corporation shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.(e) Expenses reasonably incurred by Director in connection with his or her request for indemnification under this Agreement, meeting enforcement of this Agreement or to recover damages for breach of this Agreement shall be borne by Corporation.(f) Corporation and Director agree herein that a monetary remedy for breach of this Agreement, at some later date, will be inadequate, impracticable and difficult to prove, and further agree that such breach would cause Director irreparable harm. Accordingly, Corporation and Director agree that Director shall be entitled to temporary and permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. The Corporation and Director further agree that Director shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Corporation, and Corporation acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court.13. ENFORCEMENT. Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Corporation hereby in order to induce Director to continue as a director of Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.14. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any or all of the provisions hereof shall be held to be invalid or unenforceable to any extent for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof, or the obligation of the Corporation to indemnify the Director to the full extent provided by the Bylaws or the Law, and the affected provision shall be construed and enforced so as to effectuate t he parties’ intent to the maximum extent possible.15. GOVERNING LAW. This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws of the State of _________(PLACENAME).16. CONSENT TO JURISDICTION. The Corporation and Director each irrevocably consent to jurisdiction of the courts of the State of _________(PLACENAME) for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any Proceeding instituted under this Agreement shall be brought only in the state courts of the State of _________(PLACENAME).17. BINDING EFFECT. This Agreement shall be binding upon Director and upon Corporation, its successors and assigns, and shall inure to the benefit of Director, his or her heirs, executors, administrators, personal representatives and assigns and to the benefit of Corporation, its successors and assigns.18. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties hereto and there are no other agreements, contracts or understandings between the parties hereto with respect to the subject matter of this Agreement, except as specifically referred to herein. This Agreement supersedes any and all agreements regarding indemnification heretofore entered into by the parties.19. AMENDMENT AND TERMINATION. No amendment, modification, waiver, termination or cancellation of this Agreement shall be effective for any purpose unless set forth in writing signed by both parties hereto.20. SUBROGATION. In the event of payment under this agreement, Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Director, who shall execute all documents required and shall do all acts that may benecessary to secure such rights and to enable Corporation effectively to bring suit to enforce such rights.21. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Director by this Agreement shall not be exclusive of any other right which Director may have or hereafter acquire under any statute, provision of Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.22. SURVIV AL OF RIGHTS. The rights conferred on Director by this Agreement shall continue after Director has ceased to be a director, officer, employee or other agent of Corporation or such other entity.23. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be addressed to Director or to Corporation, as the case may be, at the address shown on page 1 of this Agreement, or to such other address as may have been furnished by either party to the other, and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall havebeen directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed.。

《英文版的赔偿协议》一、协议双方二、赔偿事由1. [具体事件描述]，导致乙方遭受经济损失。

2. 甲方承认上述事件给乙方造成的损失，并愿意承担相应的赔偿责任。

三、赔偿范围及金额1. 赔偿范围：本协议涉及的赔偿范围包括乙方因甲方行为所遭受的直接经济损失、合理费用及预期利益损失。

2. 赔偿金额：经双方协商，甲方同意向乙方支付共计[金额]作为赔偿。

具体赔偿项目及金额如下：（1）直接经济损失：[金额]；（2）合理费用：[金额]；（3）预期利益损失：[金额]。

四、赔偿方式及期限1. 赔偿方式：甲方一次性支付赔偿款给乙方。

2. 赔偿期限：本协议签订之日起[工作日]内，甲方将赔偿款支付至乙方指定的银行账户。

五、双方权利与义务1. 甲方权利与义务：（1）甲方有权要求乙方提供损失证明及相关材料；（2）甲方应按照本协议约定的金额和期限支付赔偿款；（3）甲方在支付赔偿款后，不再承担与此事件相关的任何责任。

2. 乙方权利与义务：（1）乙方有权要求甲方按照本协议约定支付赔偿款；（2）乙方应如实提供损失证明及相关材料；（3）乙方在收到赔偿款后，不得再以此事件向甲方提出任何索赔要求。

《英文版的赔偿协议》六、保密条款1. 双方同意，本协议的内容、条款以及双方在履行本协议过程中所获悉的对方的商业秘密和技术秘密，均应予以严格保密。

未经对方书面同意，任何一方不得向第三方披露。

2. 保密期限自本协议签订之日起算，至协议终止或履行完毕之日止。

七、违约责任1. 如甲方未按约定支付赔偿款，乙方有权要求甲方支付逾期付款的违约金，违约金计算方式为：逾期付款金额×逾期天数×[百分比]。

2. 如乙方违反保密条款，泄露甲方的商业秘密，甲方有权要求乙方承担相应的法律责任，并赔偿因此给甲方造成的损失。

八、争议解决1. 本协议的签订、履行、解释及争议解决均适用[国家/地区]法律。

2. 双方在履行本协议过程中如有争议，应通过友好协商解决；如协商不成，任何一方均有权向[甲方所在地]的有管辖权的人民法院提起诉讼。

赔偿协议书英文范本
English:
This agreement ("Agreement") is made on [Date] between [Party A], located at [Address], and [Party B], located at [Address]. Party A agrees to compensate Party B for any damages, losses, or liabilities incurred as a result of [Reason for Compensation]. The compensation amount is agreed upon as [Amount in Words and Numbers], which will be paid by Party A to Party B in [Payment Terms]. This Agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings.
Chinese Translation:
这份协议（“协议”）于[日期]由位于[地址]的[甲方]和位于[地址]的[乙方]签订。

甲方同意就[赔偿原因]所导致的任何损害、损失或责任对乙方进行赔偿。

赔偿金额约定为[金额的文字和数字]，将由甲方按照[付款方式]支付给乙方。

本协议代表双方之间的全部理解，取代任何先前的协议或理解。

中英文版货物赔偿协议书中文版货物赔偿协议书合同编号：_______签订日期：_______甲方（供货方）：_______乙方（收货方）：_______鉴于，甲方同意向乙方提供特定的货物，并双方就可能发生的货物损失进行协商，达成以下赔偿协议：第一条货物明细1. 甲方将向乙方提供的货物明细见附件一，包括品名、数量、规格、质量等。

第二条货物损失责任1. 乙方在收到货物后，应对货物的数量、规格、质量等进行检查，如发现任何损坏、残缺不全等问题，应及时通知甲方以便采取补救措施。

2. 若乙方未在收到货物后_____小时内向甲方提出上述问题，视为货物完好并表示乙方对货物的满意。

3. 若货物在运输途中或储存期间遭到损坏、灭失或被盗等问题的，责任由甲方承担。

第三条货物损失赔偿1. 若乙方在收到货物后及时通知甲方有货物损坏、残缺不全等问题，甲方应立即补发相同规格、质量的货物予以替换。

2. 若货物无法补发或乙方不要求补发的，甲方应按照当时货物市场价格向乙方支付货物数量对应的款项作为赔偿。

3. 未发生货物损失的，本赔偿协议不发生任何效力。

第四条争议解决1. 本协议的签订、效力、变更、解释及履行等事项适用中华人民共和国的法律。

2. 双方如因执行本协议发生争议，应友好协商解决。

协商不成的，可根据中华人民共和国的法律进行诉讼。

第五条合同生效1. 本协议自双方签署之日起生效，有效期为______年。

2. 有效期届满前一个月，若双方未提出终止协议的意向，本协议自动延长______年。

甲方（供货方）：___________签名：___________日期：___________乙方（收货方）：___________签名：___________日期：___________英文版货物赔偿协议书Contract No: _______Date: _______Party A (Supplier): _______Party B (Receiver): _______Whereas, Party A agrees to provide specific goods to Party B, and both parties have negotiated the possible loss of goods and reached the following compensation agreement:Article 1 Goods Details1. The details of the goods to be provided by Party A to Party B are as specified in Annex 1, including the name, quantity, specifications, and quality.Article 2 Goods Loss Responsibility1. After receiving the goods, Party B shall inspect the quantity, specifications, and quality of the goods. If any damage, incompleteness, or other issues are found, Party B shall promptly notify Party A for appropriate remedial measures.2. If Party B fails to notify Party A of the above-mentioned issues within _____ hours upon receipt of the goods, it shall be deemed that the goods are in good condition, and Party B expresses satisfaction with the goods.3. In the event of damage, loss, theft, or other issues of the goods during transportation or storage, Party A shall be responsible. Article 3 Compensation for Goods Loss1. If Party B promptly notifies Party A of any damage, incompleteness, or other issues with the goods received, Party A shall immediately replace the goods with goods of the samespecifications and quality.2. If replacement of the goods is not possible or if Party B does not request a replacement, Party A shall compensate Party B by paying an amount corresponding to the quantity of goods at the current market price at that time.3. If no goods loss occurs, this compensation agreement shall not have any effect.Article 4 Dispute Resolution1. The signing, effectiveness, amendment, interpretation, and performance of this agreement shall be governed by the laws of the People's Republic of China.2. In the event of a dispute arising from the execution of this agreement, the parties shall resolve it through friendly negotiation. If negotiation fails, legal proceedings may be initiated in accordance with the laws of the People's Republic of China. Article 5 Effectiveness of the Contract1. This agreement shall become effective upon the signatures of both parties and shall be valid for ______ years.2. One month before the expiration of the validity period, if neither party expresses the intention to terminate the agreement, this agreement shall automatically extend for ______ years.Party A (Supplier): ___________Signature: ___________Date: ___________Party B (Receiver): ___________Signature: ___________ Date: ___________。

赔偿协议英文版范本Compensation AgreementParty A: [Name of Company or Individual]Address: [Address of Company or Individual]Contact Person: [Name of Contact Person]Telephone Number: [Contact Person's Telephone Number]Party B: [Name of Company or Individual]Address: [Address of Company or Individual]Contact Person: [Name of Contact Person]Telephone Number: [Contact Person's Telephone Number]Background:Party A is [describe Party A's business or nature of relationship with Party B]. Party B has breached its obligations to Party A and is willing to compensate Party A for its losses.Agreement:1. Obligations of Party B: Party B shall pay Party A a compensation of [Amount] (hereinafter referred to as the "Compensation") within [Timeframe].2. Payment method: Party B shall pay the Compensation by [Payment Method].3. Late payment: In the event that Party B fails to pay the Compensation within the aforementioned timeframe, Party B shall be liable to pay interest on the outstanding amount at the rate of [Interest Rate].4. Representations and warranties: Both Party A and Party B represent and warrant to each other that they have the legal capacity, power and authority to enter into this Agreement.5. Governing law: This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.6. Mutual indemnification: Both Party A and Party B agree to indemnify and hold each other harmless from any and all claims, liabilities, damages, costs and expenses arising out of or in connection with the breach of this Agreement by the other party.7. Legal fees: In the event that any legal action is taken to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees and expenses from thenon-prevailing party.8. Entire Agreement: This Agreement constitutes the entire agreement between Party A and Party B, and supersedes all prior negotiations, representations and agreements, whether oral or written.9. Amendments: Any amendment to this Agreement shall be made in writing and signed by both Party A and Party B.10. Authority: The parties executing this Agreement represent and warrant that they have the authority to execute and deliver this Agreement.11. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be deleted without affecting the validity or enforceability of the remaining provisions.12. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.Party A:By:_______________________Name:_____________________Title:______________________Party B:By:_______________________Name:_____________________Title:______________________。