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Indemnification Contract
"I need an Indemnification Contract for my software development company to protect against intellectual property claims when providing services to a major financial institution, with specific provisions for data breach incidents and third-party code usage."
1. Parties: Identifies and defines the indemnifier and indemnitee with their full legal names and details
2. Background: Sets out the context and purpose of the indemnification agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claim', 'Indemnified Event', etc.
4. Scope of Indemnification: Clearly defines what losses, damages, or claims are covered by the indemnity
5. Indemnification Obligations: Details the specific obligations of the indemnifier, including payment terms and timing
6. Exclusions: Specifies what events, losses, or circumstances are explicitly excluded from the indemnity
7. Claims Procedure: Sets out the process for making and handling indemnification claims
8. Notice Requirements: Specifies how and when notices of claims must be given
9. Defense of Claims: Outlines procedures for defending against third-party claims and allocation of control
10. Duration: Specifies how long the indemnification obligations remain in effect
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage
2. Security: Used when additional security (such as bank guarantees) is required to support the indemnity
3. Subrogation Rights: Include when dealing with insurance-related aspects or recovery rights
4. Third Party Rights: Needed when third parties may have rights under the indemnity
5. Limitations of Liability: Include when there are caps or limitations on the indemnification amount
6. Dispute Resolution: Required when specific dispute resolution procedures are needed beyond court jurisdiction
7. Confidentiality: Include when the indemnification relates to confidential information or requires confidential treatment
1. Schedule of Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule of Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms
3. Schedule of Claim Procedures: Detailed procedures and forms for making and processing claims
4. Schedule of Pre-Existing Claims: List of any known claims or circumstances that exist at the time of agreement
5. Schedule of Excluded Events: Detailed list of specific exclusions from the indemnity coverage
Authors
Agreement
Business Day
Claim
Commencement Date
Confidential Information
Control
Costs
Damages
Default Event
Defense Costs
Dispute
Effective Date
Excluded Claims
Force Majeure Event
Government Agency
Gross Negligence
GST
Indemnified Party
Indemnifying Party
Indemnified Event
Intellectual Property Rights
Law
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Personnel
Proceedings
Related Body Corporate
Related Entity
Representative
Security Interest
Services
Subsidiary
Term
Territory
Third Party Claim
Wilful Misconduct
Definitions
Scope of Indemnity
Term and Duration
Indemnification Obligations
Exclusions and Limitations
Claims Procedure
Notice Requirements
Defense of Claims
Settlement Authority
Payment Terms
Insurance Requirements
Security Provisions
Representations and Warranties
Confidentiality
Force Majeure
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Severability
Entire Agreement
Amendment and Variation
Notices
Costs and Expenses
GST and Taxation
Subrogation Rights
Third Party Rights
Waiver
Counterparts
Relationship of Parties
Survival of Terms
Financial Services
Construction
Manufacturing
Technology
Healthcare
Mining
Energy
Professional Services
Real Estate
Infrastructure
Transportation
Insurance
Telecommunications
Education
Legal
Risk Management
Compliance
Finance
Operations
Corporate Governance
Commercial
Insurance
Procurement
Executive Leadership
Business Development
Project Management
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Corporate Secretary
Chief Executive Officer
Operations Director
Project Manager
Insurance Manager
General Counsel
Business Development Manager
Chief Risk Officer
Commercial Director
Finance Director
Company Director
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