Release And Indemnification Template for Germany

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Key Requirements PROMPT example:

Release And Indemnification

"I need a Release and Indemnification Agreement under German law for our software company's sale of intellectual property assets to a larger tech corporation, with specific provisions protecting our company from future patent infringement claims and covering all transactions up to March 2025."

Document background
The Release and Indemnification Agreement is a crucial legal instrument used in various business and personal contexts under German law. This document is typically employed when parties wish to resolve existing disputes, manage potential future claims, or allocate risks in business transactions. It combines two distinct legal concepts: release (Entlastung) and indemnification (Freistellung), both governed by the German Civil Code (BGB). The agreement is particularly valuable in scenarios such as business sales, settlement of disputes, professional services arrangements, or risk management in complex projects. It must be carefully drafted to ensure compliance with German legal requirements, particularly regarding the validity of liability limitations and standard contract terms. The document typically includes detailed provisions about the scope of release, specific indemnification obligations, procedures for claiming indemnification, and any exceptions or limitations.
Suggested Sections

1. Parties: Identification and details of the releasing party (Releasor) and released party (Releasee)

2. Background: Context of the agreement, including the relationship between parties and circumstances leading to the release and indemnification

3. Definitions: Key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', etc.

4. Release Provisions: Detailed description of what claims and rights are being released, including scope and extent of the release

5. Indemnification Obligations: Specific indemnification commitments, including scope of protection and covered losses

6. Exceptions and Limitations: Any carve-outs or limitations to the release and indemnification obligations

7. Representations and Warranties: Statements of fact and guarantees by both parties regarding their authority and understanding

8. Duration and Survival: Term of the agreement and which provisions survive termination

9. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

10. Entire Agreement: Integration clause confirming this document represents the complete agreement between parties

Optional Sections

1. Confidentiality: Required when the release involves confidential information or trade secrets

2. Insurance Requirements: Needed when specific insurance coverage must be maintained

3. Notice Requirements: Include when specific notification procedures for claims or incidents need to be established

4. Third Party Rights: Required when the release or indemnification extends to third parties

5. Dispute Resolution: Optional alternative dispute resolution procedures beyond court jurisdiction

6. Severability: Include when there's particular concern about the enforceability of certain provisions

7. Assignment: Needed when transfer of rights under the agreement needs to be restricted or permitted

Suggested Schedules

1. Schedule of Released Claims: Detailed list of specific claims, incidents, or matters being released

2. Schedule of Indemnified Parties: List of additional parties covered by the indemnification provisions

3. Schedule of Excluded Claims: Specific claims or matters explicitly excluded from the release

4. Schedule of Insurance Requirements: Detailed insurance specifications and minimum coverage requirements

5. Appendix - Incident Report: If release relates to specific incident(s), detailed description of the event(s)

6. Appendix - Related Agreements: List and copies of any related agreements referenced in the main document

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 Industries

Manufacturing

Construction

Financial Services

Technology

Healthcare

Professional Services

Real Estate

Energy

Transportation

Insurance

Entertainment

Sports and Recreation

Education

Retail

Relevant Teams

Legal

Risk Management

Compliance

Executive Leadership

Finance

Operations

Business Development

Project Management

Human Resources

Procurement

Insurance

Corporate Governance

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Contract Manager

Business Development Manager

Project Manager

Operations Director

Insurance Manager

Corporate Secretary

General Counsel

Claims Manager

Human Resources Director

Procurement Manager

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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