Exhibit 10.1


 


This Indemnity Agreement is made on the
[ ] day of [ ] 2021.


 


Between:


 


		(1)	CI&T Inc, an exempted company incorporated in the Cayman Islands (the "Company");
and



 


		(2)	[●], a director and/or officer of the Company (the "Indemnitee").



 


Whereas:


 


		(A)	The Indemnitee serves as a director and/or officer of the Company.



 


		(B)	The Indemnitee will perform valuable services to the Company.



 


		(C)	The substantial increase in corporate litigation subjects directors and officers to expensive litigation
risks at the same time that the availability of directors’ and officers’ liability insurance has been severely limited.



 


		(D)	It is a condition to the appointment of the Indemnitee as a director and/or officer of the Company that
the Company indemnify the Indemnitee so as to provide him with the maximum possible protection permitted by law.



 


		(E)	The Company wishes to indemnify the Indemnitee on the terms of this Agreement.



 


Now it is agreed as follows:


 


		1	Definitions



 


In this Agreement the following capitalised words
and expressions shall have the following meanings:


 


		1.1	In this Agreement:



 


		(a)	the term "Proceeding" shall include any threatened, pending or completed action, suit,
arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought by
or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal
therefrom, and the term "decided in a Proceeding" shall mean a decision by a court, arbitrator(s), hearing officer or
other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal
or other review proceeding is permissible;



 


		(b)	the term "Expenses" shall include, but is not limited to, all damages, judgments, fines,
awards, amounts paid in settlement by or on behalf of the Indemnitee, expenses of investigations, judicial or administrative proceedings
or appeals, reasonable attorney’s fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and disbursements and any expenses of
establishing a right to indemnification under this Agreement; and



 






     


     


    

 


		(c)	the terms "Director" and "Director of the Company" shall include the
Indemnitee’s service at the request of the Company as a director, officer, employee or agent of another corporation, company, partnership,
joint venture, trust or other enterprise as well as a director or officer of the Company.



 


		2	Indemnity of Director



 


Subject only to the limitations set
forth in Clause 3, the Company hereby agrees to indemnify and hold harmless the Indemnitee in respect of and to pay on behalf of the Indemnitee
all Expenses actually and reasonably incurred by the Indemnitee because of any claim or claims made against him in a Proceeding by reason
of the fact that he is or was a Director of the Company.


 


		3	Limitations on Indemnity



 


The Company shall not be obligated under
this Agreement to make any payment of Expenses to the Indemnitee if:


 


		(a)	such payment is prohibited by applicable law;



 


		(b)	such payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess
beyond the amount of payment under such insurance;



 


		(c)	the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;



 


		(d)	such payment would result in the Indemnitee gaining any personal profit or advantage to which he or she
was not legally entitled; and



 


		(e)	such payment is brought about or contributed to by the dishonesty, willful default or fraud of the Indemnitee
seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any
claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding
that he committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, and which acts were material to the
cause of action so adjudicated.



 


		4	Advance Payment of Costs



 


		4.1	Expenses incurred by the Indemnitee in defending a claim against him in a Proceeding shall be paid by
the Company as incurred and in advance of the final disposition of such Proceeding.



 


		4.2	The Indemnitee hereby agrees and undertakes to repay such amounts advanced by the Company if it shall
be decided in a Proceeding that he is not entitled to be indemnified by the Company pursuant to this Agreement or otherwise.



 


		4.3	If a claim under this Agreement is not paid by the Company, or on its behalf, within thirty (30) days
after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and if successful in whole or in part, the Indemnitee shall also be entitled to be paid the Expenses of
prosecuting such claim.



 






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		5	Enforcement



 


The Company expressly confirms and agrees
that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as
a Director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as a Director of
the Company.


 


		6	Subrogation



 


In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights.


 


		7	Notice



 


		7.1	The Indemnitee, as a condition precedent to his right to be indemnified under this Agreement, shall give
to the Company notice in writing as soon as practicable of any claim made against him for which indemnity will or could be sought under
this Agreement, together with such information and cooperation as it may reasonably require.



 


		7.2	Notice to the Company shall be given at its principal office and shall be directed to the Company’s
Secretary (or such other address as the Company shall designate in writing to the Indemnitee from time to time).



 


		7.3	Notice shall be deemed received if (i) delivered by hand, on the date so delivered, or (ii) sent
by overnight courier, on the next business day after being so sent, or (iii) sent by facsimile, on the date so sent, or (iv) if
sent by e-mail, upon receipt of a confirmation of receipt e-mail.



 


		8	Saving Clause



 


If this Agreement or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee to
the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable
law.


 


		9	Indemnification Hereunder Not Exclusive



 


Nothing herein shall be deemed to diminish
or otherwise restrict the Indemnitee’s right to indemnification under any provision of the constitutional documents of the Company
or under Cayman Islands law.


 


		10	Coverage and Continuation of Indemnification



 


		10.1	The indemnification under this Agreement is intended to and shall extend to the Indemnitee’s service
as a Director prior to and after the date of the Agreement.



 


		10.2	The indemnification under this Agreement shall continue as to the Indemnitee even though he may have ceased
to be a Director and shall inure to the benefit of the heirs and personal representatives of the Indemnitee.



 






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		11	Successors and Assigns



 


This Agreement shall be binding upon
the Company and its successors and assigns, and inure to the benefit of the Indemnitee and Indemnitee’s heirs, legal representatives
and assigns.


 


		12	Counterparts



 


This Agreement may be executed in any
number of counterparts, each of which shall constitute the original.


 


		13	Applicable Law



 


The terms and conditions of this Agreement
and the rights of the parties hereunder shall be governed by and construed in all respects in accordance with the laws of the Cayman Islands.
The parties to this Agreement hereby irrevocably agree that the courts of the Cayman Islands shall have exclusive jurisdiction in respect
of any dispute, suit, action, arbitration or proceedings which may arise out of or in connection with this Agreement and waive any objection
to such proceedings in the courts of the Cayman Islands on the grounds of venue or on the basis that they have been brought in an inconvenient
forum.


 


		14	Entire Agreement



 


This agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


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In witness whereof the parties hereto have
entered into this Agreement on the day and year first above written.


 


	SIGNED for and on behalf of	 	)
	CI&T Inc	 	)
	by:	 	)
	 	 	)
	 	 	 
	 	 	Authorised Signatory
	 	 	 
	SIGNED by:	 	)
	 	 	)
	 	 	)
	 	 	)
	 	 	 
	 	 	[●]



 






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