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Indemnification Agreement
"I need an Indemnification Agreement under Australian law for my tech company to protect against potential losses when engaging external software development contractors, including specific provisions for intellectual property infringement and data breach incidents."
1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context and purpose of the indemnification agreement, including relevant business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Parties', 'Indemnified Events', 'Losses', etc.
4. Scope of Indemnification: Details the specific circumstances, events, and losses covered by the indemnification
5. Indemnification Obligations: Specifies the precise obligations of the indemnifying party, including timing and nature of payments
6. Limitations and Exclusions: Sets out any caps, carve-outs, or exclusions to the indemnification obligations
7. Claims Procedure: Outlines the process for making and responding to indemnification claims, including notice requirements and timeframes
8. Defense of Claims: Specifies rights and obligations regarding the defense of third-party claims
9. Insurance Requirements: Details mandatory insurance coverage to support indemnification obligations
10. Term and Survival: Specifies the duration of the agreement and which provisions survive termination
11. General Provisions: Standard contract clauses including governing law, jurisdiction, amendments, notices, etc.
1. Security: Required when additional security (such as bank guarantees or parent company guarantees) is needed to support the indemnification obligations
2. Multiple Indemnitors: Used when multiple parties are providing indemnification, detailing joint and several liability
3. Cross-Indemnification: Included when parties are providing reciprocal indemnification to each other
4. Subrogation Rights: Details rights of the indemnifying party to pursue claims against third parties
5. Special Conditions: For industry-specific requirements or unique circumstances affecting the indemnification
6. Alternative Dispute Resolution: When parties wish to specify mediation or arbitration procedures for indemnification disputes
7. Regulatory Compliance: When the indemnification relates to specific regulatory requirements or industry standards
1. Schedule 1 - Indemnified Events: Detailed list of specific events, circumstances, or losses covered by the indemnification
2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing claims, including required forms and documentation
3. Schedule 3 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
4. Schedule 4 - Security Details: Details of any security provided, including form, amount, and maintenance requirements
5. Schedule 5 - Calculation of Losses: Methodology for calculating losses and determining indemnification amounts
6. Appendix A - Notice Requirements: Templates and procedures for required notices under the agreement
7. Appendix B - Claim Forms: Standard forms for submitting indemnification claims
Authors
Affiliate
Business Day
Claim
Commencement Date
Confidential Information
Control
Corporations Act
Defense Costs
Effective Date
Event of Default
Excluded Claims
Force Majeure Event
Government Agency
GST
Indemnified Event
Indemnified Party
Indemnifying Party
Indemnified Persons
Insurance Policy
Insurer
Intellectual Property Rights
Law
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Permitted Purpose
Related Body Corporate
Related Party
Representative
Security
Security Interest
Subsidiary
Term
Third Party Claim
Transaction Documents
Definitions
Scope of Indemnification
Duration
Payment Obligations
Claims Procedure
Defense of Claims
Notice Requirements
Insurance
Limitations of Liability
Exclusions
Security
Representations and Warranties
Confidentiality
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
GST
Notices
Counterparts
Further Assurance
Relationship of Parties
Time of Essence
Subrogation Rights
Third Party Rights
Compliance with Laws
Term and Termination
Survival
Financial Services
Construction & Infrastructure
Mining & Resources
Technology & Software
Manufacturing
Professional Services
Healthcare
Real Estate & Property
Energy & Utilities
Transport & Logistics
Education
Retail & Consumer Goods
Legal
Risk Management
Compliance
Finance
Corporate Governance
Operations
Commercial
Insurance
Project Management
Business Development
Chief Legal Officer
General Counsel
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Insurance Manager
Corporate Secretary
Chief Executive Officer
Chief Risk Officer
Commercial Director
Operations Manager
Project Manager
Business Development Manager
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