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Indemnification Contract
"I need an Indemnification Contract in German law for my software company to protect against intellectual property claims when licensing our enterprise software solution to a major automotive manufacturer, with the agreement to take effect from March 1, 2025."
1. Parties: Identification of the indemnifying party (Indemnitor) and the party being indemnified (Indemnitee), including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the indemnification
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', 'Indemnification Event', etc.
4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification obligation
5. Indemnification Process: Procedures for making indemnification claims, including notice requirements, timing, and documentation
6. Defense of Claims: Procedures for defending against third-party claims, including control of defense and settlement authority
7. Payment and Reimbursement: Terms for timing and method of indemnification payments, including any advance payments
8. Duration: Term of the indemnification obligations and survival periods
9. Limitations: Any caps, exclusions, or limitations on the indemnification obligations
10. Governing Law and Jurisdiction: Specification of German law as governing law and competent courts
11. Signatures: Execution blocks for all parties
1. Insurance Requirements: Requirements for insurance coverage to support indemnification obligations, used when specific insurance backing is required
2. Security: Provisions for collateral or security to secure indemnification obligations, used for high-value or high-risk indemnifications
3. Subrogation Rights: Rights of the indemnifying party to pursue claims against third parties, relevant when third-party recovery is possible
4. Tax Treatment: Provisions addressing tax implications of indemnification payments, important for significant monetary indemnifications
5. Currency and Exchange Rates: Provisions for handling multiple currencies, necessary for international arrangements
6. Alternative Dispute Resolution: Mediation or arbitration procedures, useful for complex commercial relationships
7. Force Majeure: Provisions addressing extraordinary events affecting indemnification obligations, relevant for long-term arrangements
1. Schedule 1: Specific Indemnified Events: Detailed list of specific events or circumstances triggering indemnification
2. Schedule 2: Calculation Methodology: Detailed methodology for calculating indemnification amounts
3. Schedule 3: Claim Notice Form: Standard form for submitting indemnification claims
4. Schedule 4: Excluded Claims: Specific exclusions from the scope of indemnification
5. Appendix A: Supporting Documents: Reference documents supporting the indemnification obligation
6. Appendix B: Contact Information: Detailed contact information for notices and claims processing
Authors
Affiliate
Business Day
Claim
Claim Notice
Confidential Information
Damages
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Indemnification Event
Indemnification Period
Intellectual Property Rights
Law
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceedings
Representatives
Settlement
Subrogation Rights
Term
Third Party
Third Party Claim
Transaction Documents
Scope of Indemnification
Indemnification Obligations
Exclusions
Notice Requirements
Claims Procedure
Defense of Claims
Settlement Authority
Payment Terms
Limitation of Liability
Duration and Survival
Force Majeure
Confidentiality
Assignment
Subrogation
Insurance Requirements
Security Provisions
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Notices
Waiver
Third Party Rights
Costs and Expenses
Counterparts
Language
Relationship of Parties
Manufacturing
Technology
Financial Services
Healthcare
Construction
Real Estate
Professional Services
Energy
Transportation
Retail
Pharmaceuticals
Insurance
Environmental Services
Legal
Risk Management
Compliance
Finance
Operations
Commercial
Corporate Governance
Insurance
Business Development
Procurement
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Business Development Manager
Chief Executive Officer
Operations Director
Project Manager
Insurance Manager
Corporate Secretary
General Counsel
Commercial Director
Chief Risk Officer
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