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Reciprocal Indemnity Agreement
"I need a Reciprocal Indemnity Agreement for a joint venture between my construction company and a materials supplier in Queensland, with particular focus on workplace safety incidents and material defects, to commence from March 2025."
1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and company details
2. Background: Context of the agreement, relationship between parties, and purpose of the reciprocal indemnities
3. Definitions: Key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', and specific defined terms relevant to the business context
4. Interpretation: Rules for interpreting the agreement, including construction of clauses and hierarchy of documents
5. Term: Duration of the agreement, including commencement date and any renewal provisions
6. Mutual Indemnities: Core section detailing the reciprocal indemnity obligations of each party
7. Scope of Indemnities: Detailed description of what is covered and not covered under the indemnities
8. Claims Procedure: Process for making and handling indemnity claims, including notice requirements and timing
9. Insurance Requirements: Mandatory insurance coverage each party must maintain to support their indemnity obligations
10. Limitation of Liability: Any caps or limitations on the indemnity obligations
11. Dispute Resolution: Process for resolving disputes related to indemnity claims
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures
1. Security: Required when parties need to provide additional security for their indemnity obligations
2. Parent Company Guarantee: Used when one or both parties require parent company backing for the indemnity obligations
3. Specific Risk Allocation: Detailed section for complex projects where specific risks need to be allocated between parties
4. Step-in Rights: Required when parties need the right to step in and manage claims on behalf of the other party
5. Third Party Rights: Needed when indemnities extend to affiliated entities or other third parties
6. Cross-border Provisions: Required when the agreement involves multiple jurisdictions
7. Confidentiality: Optional if not covered in a separate agreement
8. Force Majeure: May be included if certain events should suspend or modify indemnity obligations
1. Schedule 1 - Specified Risks: Detailed list of risks covered by the reciprocal indemnities
2. Schedule 2 - Insurance Requirements: Specific insurance types, coverage amounts, and terms required
3. Schedule 3 - Excluded Claims: Specific exclusions from the indemnity coverage
4. Schedule 4 - Claims Procedure: Detailed process flow and requirements for making and handling claims
5. Schedule 5 - Related Entities: List of affiliated entities covered by the indemnities
6. Appendix A - Notice Requirements: Forms and procedures for giving notice under the agreement
7. Appendix B - Claim Form Template: Standard form for submitting indemnity claims
Authors
Affiliate
Business Day
Claim
Commencement Date
Confidential Information
Consequential Loss
Effective Date
Force Majeure Event
Group
Indemnified Party
Indemnifying Party
Indemnified Persons
Insurance Policy
Intellectual Property Rights
Laws
Liability
Loss
Material Breach
Notice
Parties
Personnel
Related Body Corporate
Representative
Required Insurance
Services
Specified Risks
Term
Third Party
Third Party Claim
Wilful Misconduct
Gross Negligence
Insolvency Event
Excluded Claims
Claim Notice
Dispute
Dispute Notice
Emergency
GST
Jurisdiction
Limitation Period
Project
Schedule
Site
Subcontractor
Term and Termination
Mutual Indemnities
Scope of Indemnification
Insurance Requirements
Claims Procedure
Notice Requirements
Limitation of Liability
Dispute Resolution
Governing Law
Force Majeure
Confidentiality
Assignment and Novation
Relationship of Parties
Severability
Entire Agreement
Amendment
Waiver
Notices
Costs and Expenses
GST
Third Party Rights
Survival
Counterparts
Further Assurance
Time of Essence
Set-off
Security Obligations
Compliance with Laws
Risk Allocation
Representations and Warranties
Oil and Gas
Mining
Construction
Infrastructure
Manufacturing
Technology
Transportation
Energy
Engineering Services
Maritime
Aviation
Healthcare
Telecommunications
Professional Services
Legal
Risk Management
Commercial
Operations
Finance
Compliance
Insurance
Procurement
Business Development
Project Management
Contract Administration
Legal Counsel
Risk Manager
Contract Manager
Commercial Manager
Project Director
Operations Manager
Chief Financial Officer
Insurance Manager
Compliance Officer
General Counsel
Business Development Manager
Project Manager
Chief Operating Officer
Procurement Manager
Partnership Manager
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