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Mutual Indemnification Agreement
"I need a Mutual Indemnification Agreement under German law for a joint venture between a software development company and a manufacturing company, with specific focus on protecting both parties against intellectual property claims and product liability issues."
1. 1. Parties: Identification and details of the contracting parties
2. 2. Background: Context and purpose of the mutual indemnification agreement
3. 3. Definitions: Key terms used throughout the agreement including 'Indemnified Parties', 'Losses', 'Claims', etc.
4. 4. Mutual Indemnification Obligations: Core section detailing the reciprocal indemnification commitments of each party
5. 5. Scope of Indemnification: Specific circumstances, losses, and claims covered by the indemnification
6. 6. Procedure for Claims: Process for notifying and handling indemnification claims
7. 7. Limitations of Liability: Caps, exclusions, and restrictions on indemnification obligations
8. 8. Duration: Term of the indemnification obligations and survival provisions
9. 9. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
10. 10. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Insurance Requirements: Details of required insurance coverage to support indemnification obligations - include when parties want to ensure financial backing of obligations
2. Security and Collateral: Requirements for financial security or guarantees - relevant for high-value indemnification commitments
3. Parent Company Guarantee: Additional guarantee from parent companies - include when dealing with subsidiaries or where additional financial security is needed
4. Dispute Resolution: Specific procedures for resolving disputes - important when parties prefer alternative dispute resolution to court proceedings
5. Cooperation and Information Sharing: Detailed procedures for sharing information and cooperating on claims - relevant for complex business relationships
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule 2 - Excluded Claims: List of specific exclusions from the indemnification coverage
3. Schedule 3 - Claims Procedure: Detailed procedure for processing and handling claims
4. Appendix A - Insurance Requirements: Specific insurance requirements including types, amounts, and terms
5. Appendix B - Form of Claim Notice: Template for formal notification of claims under the agreement
Authors
Affiliate
Business Day
Claim
Confidential Information
Direct Losses
Effective Date
Force Majeure Event
Indemnified Party
Indemnifying Party
Indirect Losses
Insolvency Event
Losses
Material Breach
Notice
Party/Parties
Related Persons
Representatives
Specification
Term
Third Party
Third Party Claim
Warranties
Working Hours
Definitions
Interpretation
Mutual Indemnification
Scope of Indemnification
Exclusions from Indemnification
Claims Procedure
Notice Requirements
Defense of Claims
Cooperation
Insurance
Limitations of Liability
Representations and Warranties
Confidentiality
Force Majeure
Term and Termination
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Amendments
Notices
Costs and Expenses
Waiver
Third Party Rights
Counterparts
Manufacturing
Technology
Financial Services
Healthcare
Construction
Energy
Automotive
Chemical Industry
Professional Services
Telecommunications
Real Estate
Infrastructure
Legal
Compliance
Risk Management
Finance
Corporate Development
Operations
Insurance
Business Development
Executive Leadership
Project Management
General Counsel
Legal Director
Chief Legal Officer
Risk Manager
Compliance Officer
Corporate Lawyer
Legal Counsel
Contract Manager
Chief Financial Officer
Business Development Director
Chief Executive Officer
Chief Risk Officer
Insurance Manager
Operations Director
Project Manager
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