# DIRECTORS' DEED OF INDEMNITY
Date: 1 February 2029
Parties: Bracken Analytics Ltd and Daniel Okoye
## 1. Maker and subject
Bracken Analytics Ltd (Company No. 11224019), of 5 Station Yard, Bristol BS1 4QA, enters this deed with Daniel Okoye of 11 Rowan Close, Bristol BS7 8LU, who was appointed an executive director on 1 February 2029. The board approved the deed by resolution on the same date and records that it is a qualifying third-party indemnity.
## 2. Grant of rights or release
Subject to the exclusions below, Bracken indemnifies Daniel against liabilities incurred to a person other than Bracken or an associated company in connection with his acts or omissions as a director, including reasonable legal costs of defending civil, regulatory or criminal proceedings. It also covers a qualifying liability of a company in the Bracken group listed in Schedule 1.
## 3. Consideration and confirmations
Nothing indemnifies a fine imposed in criminal proceedings, a regulatory penalty, a liability owed to Bracken or an associated company, or a liability arising from a failure to pay tax due by Daniel personally. The indemnity does not authorise Bracken to indemnify Daniel where Companies Act 2006 sections 232–234 prohibit it, and unlawful cover is severed rather than disguised.
## 4. Continuing obligations
On Daniel’s written request, Bracken may advance documented defence costs within 30 days, subject to his undertaking to repay them if he is convicted, the claim falls within an exclusion, or he fails to co-operate. Bracken has conduct of the defence where its interests do not conflict; Daniel may appoint separate counsel after consultation where a conflict exists.
## 5. Term, termination and remedies
Daniel must notify the Company Secretary within 14 days of receiving a claim, investigation notice or circumstance likely to give rise to one, preserve evidence and co-operate. Bracken maintains D&O insurance during his appointment and, where commercially available, for six years after cessation, without promising that every claim or insurer limit will be sufficient.
## 6. Law and reservations
The deed takes effect on delivery and continues during the appointment, surviving for six years for claims arising from acts or omissions during office. It is not a guarantee of acquittal or insurance recovery. Bracken may not settle a claim admitting Daniel’s fraud or dishonesty without his consent; urgent injunctive relief remains available.
## 7. Execution as a deed
English law governs and the courts of England and Wales have exclusive jurisdiction. Bracken executes by two authorised signatories. Daniel signs as an individual in the presence of witness Sophie Khan, who signs and records her address. Both intend immediate delivery as a deed on 1 February 2029 and Daniel acknowledges independent advice was recommended.