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Standard Indemnification Agreement

Standard Indemnification Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Standard Indemnification Agreement

"I need a Standard Indemnification Agreement for my Dubai-based technology company to protect against intellectual property claims when licensing our software to enterprise clients, with the agreement taking effect from March 1, 2025."

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Document background
The Standard Indemnification Agreement serves as a crucial risk management tool in UAE business operations, providing a framework for allocating and managing potential liabilities between parties. This document is essential when one party needs to protect another against specific risks, losses, or third-party claims, commonly used in commercial transactions, corporate restructuring, service agreements, and investment deals. The agreement must comply with UAE Civil Code provisions and commercial regulations, incorporating specific requirements for enforceability under UAE law. It typically includes detailed provisions on claim procedures, defense mechanisms, and limitations periods, while ensuring alignment with Sharia principles that underpin UAE legal framework. The Standard Indemnification Agreement is particularly valuable in complex commercial arrangements where clear risk allocation is essential for business certainty and protection.
Suggested Sections

1. Parties: Identification and details of the Indemnitor and Indemnitee, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement, relationship between parties, and circumstances necessitating the indemnification

3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Indemnified Parties', 'Losses', 'Claims', etc.

4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnification

5. Indemnification Obligations: Specific obligations of the Indemnitor, including payment terms and timing

6. Notice Requirements: Procedures and timeframes for notifying the Indemnitor of claims

7. Defense of Claims: Process for defending against third-party claims and allocation of control over defense

8. Limitations on Indemnification: Any caps, exclusions, or limitations on the indemnification obligations

9. Duration: Term of the indemnification obligations and survival provisions

10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

11. General Provisions: Standard clauses including severability, entire agreement, amendments, and notices

Optional Sections

1. Insurance Requirements: Required insurance coverage to support indemnification obligations - include when significant financial exposure exists

2. Security: Requirements for security or collateral to support indemnification - relevant for high-value obligations

3. Step-In Rights: Rights of Indemnitee to take control of defense - important in complex commercial arrangements

4. Subrogation Rights: Rights of Indemnitor to pursue claims against third parties - relevant when third-party claims are likely

5. Cross-Indemnification: Mutual indemnification provisions - use when both parties need protection

6. Currency and Exchange Rates: Specifications for international transactions - include for cross-border arrangements

7. Force Majeure: Events excusing performance - relevant for long-term indemnification obligations

Suggested Schedules

1. Schedule 1 - Specified Losses: Detailed list of specific losses or types of claims covered by the indemnification

2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing indemnification claims

3. Schedule 3 - Excluded Claims: List of specific exclusions from the indemnification coverage

4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types, amounts, and providers

5. Appendix A - Form of Claim Notice: Standard form for notifying Indemnitor of claims

6. Appendix B - Security Documents: Forms of any required security or collateral documents

7. Appendix C - Power of Attorney: Standard form of power of attorney for claim defense if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Construction and Real Estate

Manufacturing

Technology and Software

Healthcare

Energy and Utilities

Professional Services

Retail and Consumer Goods

Transportation and Logistics

Insurance

Telecommunications

Education

Relevant Teams

Legal

Compliance

Risk Management

Finance

Corporate Affairs

Operations

Commercial

Business Development

Investment

Project Management

Procurement

Corporate Governance

Relevant Roles

Legal Counsel

Corporate Lawyer

Risk Manager

Compliance Officer

Chief Legal Officer

Contract Manager

Business Development Manager

Chief Financial Officer

Company Secretary

Operations Director

Project Manager

Commercial Director

Investment Manager

General Counsel

Corporate Secretary

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Primary legislation governing contracts, obligations, and civil transactions in the UAE. Contains provisions on contractual liability, damages, and compensation principles.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial relationships and transactions, including provisions on commercial obligations and business-related indemnifications.
UAE Civil Transactions Law: Contains specific provisions on compensation, damages, and remedies that may be applicable to indemnification agreements.
UAE Contract Law principles: General principles of contract formation, validity, and enforcement under UAE law, including requirements for offer, acceptance, and consideration.
Sharia Law principles: Islamic law principles that influence UAE legal framework, particularly regarding prohibited activities (gharar) and legitimate compensation structures.
UAE Courts' Precedents on Indemnification: Previous court decisions and interpretations regarding indemnification agreements, which provide guidance on enforcement and interpretation.
UAE Federal Law No. 2 of 2015: Commercial Companies Law, relevant when indemnification involves corporate entities or commercial establishments.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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