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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."
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
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
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
Affiliate
Business Day
Claim
Claim Notice
Costs
Damages
Defense Costs
Effective Date
Encumbrance
Event of Default
Excluded Claims
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Indemnification Event
Indemnification Period
Interest Rate
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Permitted Encumbrances
Person
Proceeding
Related Party
Representatives
Security
Settlement
Subsidiary
Tax
Term
Third Party
Third Party Claim
Transaction Documents
Claim Procedures
Notice Requirements
Defense of Claims
Settlement Authority
Payment Terms
Limitation of Liability
Time Limitations
Security
Force Majeure
Confidentiality
Assignment
Subrogation
Third Party Rights
Representations and Warranties
Cooperation
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Costs and Expenses
Language
Notices
Further Assurance
Set-off
Good Faith
Survival
Term and Termination
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
Legal
Finance
Risk Management
Compliance
Treasury
Operations
Commercial
Corporate Secretariat
Insurance
Project Management
Business Development
Contracts Administration
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
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