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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."
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
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
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
Affiliate
Claims
Confidential Information
Effective Date
Indemnified Parties
Indemnifying Party
Losses
Released Claims
Released Matters
Released Parties
Releasor
Releasee
Parties
Representatives
Term
Third Party Claim
Excluded Claims
Force Majeure Event
Indemnification Period
Related Persons
Claim Notice
Defending Party
Damages
Business Day
Applicable Law
Liability
Material Adverse Effect
Dispute
Confidentiality Obligations
Indemnification
Representations and Warranties
Notice Requirements
Liability Limitations
Dispute Resolution
Governing Law
Force Majeure
Confidentiality
Assignment
Severability
Amendment
Entire Agreement
Third Party Rights
Insurance
Survival
Waiver
Further Assurance
Costs and Expenses
Notices
Counterparts
Authority
Time Limits
Compliance with Laws
Good Faith
Manufacturing
Construction
Financial Services
Technology
Healthcare
Professional Services
Real Estate
Energy
Transportation
Insurance
Entertainment
Sports and Recreation
Education
Retail
Legal
Risk Management
Compliance
Executive Leadership
Finance
Operations
Business Development
Project Management
Human Resources
Procurement
Insurance
Corporate Governance
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
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