General Indemnity Agreement Generator for Germany

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Key Requirements PROMPT example:

General Indemnity Agreement

"I need a General Indemnity Agreement under German law for a construction project where my company (as principal contractor) needs protection against subcontractor-related claims, with specific provisions for workplace safety incidents and project delays."

Document background
The General Indemnity Agreement is a crucial risk allocation tool in German business transactions, commonly used in corporate acquisitions, project finance, construction projects, and general commercial relationships. It establishes comprehensive indemnification obligations while adhering to German legal principles and requirements. The document is particularly important in situations where one party needs protection against potential future losses, claims, or liabilities arising from specific events or circumstances. The agreement must be carefully drafted to ensure enforceability under German law, including compliance with the Civil Code (BGB) and Commercial Code (HGB). It typically includes detailed provisions about the scope of indemnification, claim procedures, limitations, and any required security arrangements. The document can be customized for various business contexts while maintaining its core purpose of risk allocation and protection.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and underlying transaction or circumstances necessitating the indemnity

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', 'Indemnification Event', and other relevant definitions

4. Scope of Indemnity: Detailed description of what losses, damages, and circumstances are covered by the indemnity obligation

5. Indemnification Process: Procedures for making claims, notice requirements, and timing of indemnification payments

6. Defense of Claims: Procedures for defending third-party claims, including control of defense, settlement authority, and cooperation requirements

7. Limitations and Exclusions: Temporal and monetary limits on indemnity obligations, exclusions, and any caps on liability

8. Duration: Term of the agreement and survival provisions for indemnification obligations

9. Representations and Warranties: Basic representations regarding authority to enter agreement and validity of obligations

10. Notices: Format and addresses for required notices under the agreement

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

12. General Provisions: Standard provisions including severability, amendments, assignment, and entire agreement clauses

Optional Sections

1. Security Provisions: Include when additional security (such as bank guarantees or parent company guarantees) is required to support the indemnity obligations

2. Insurance Requirements: Include when specific insurance coverage is required to back the indemnity obligations

3. Multiple Indemnitors: Include when there are multiple parties providing indemnification, addressing joint and several liability

4. Cross-Border Provisions: Include when parties are from different jurisdictions, addressing international enforcement and currency issues

5. Tax Provisions: Include when indemnification payments may have tax implications requiring gross-up or specific treatment

6. Regulatory Compliance: Include when the indemnity relates to specific regulated industries or activities

7. Step-In Rights: Include when the Indemnitee needs rights to take over certain obligations or operations to mitigate losses

Suggested Schedules

1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, circumstances, or losses covered by the indemnity

2. Schedule 2 - Claim Notice Form: Template for submitting indemnification claims with required information

3. Schedule 3 - Calculation of Losses: Methodology for calculating indemnifiable losses and expenses

4. Schedule 4 - Security Documents: Forms of any required security documents or guarantees

5. Schedule 5 - Excluded Losses: Specific exclusions from the scope of indemnification

6. Appendix A - Contact Details: Detailed contact information for notices and claim submissions

7. Appendix B - Supporting Documents: List of relevant background documents or agreements referenced in the indemnity

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

Relevant legal definitions
Relevant Industries

Banking and Financial Services

Insurance

Construction and Engineering

Manufacturing

Energy and Utilities

Technology and Software

Real Estate

Transportation and Logistics

Healthcare

Professional Services

Mining and Natural Resources

Telecommunications

Retail and Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Operations

Commercial

Corporate Secretariat

Insurance

Project Management

Business Development

Contracts Administration

Relevant Roles

Legal Counsel

Risk Manager

Chief Financial Officer

Compliance Officer

Contract Manager

Project Manager

Chief Legal Officer

Corporate Secretary

Business Development Director

Operations Director

Treasury Manager

Insurance Manager

General Counsel

Chief Risk Officer

Commercial Director

Finance Director

Industries
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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