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Indemnification Agreement
1. Parties: Identification and details of the indemnifying party (indemnitor) and the party being indemnified (indemnitee)
2. Background: Context of the agreement and the relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'
4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification
5. Indemnification Procedure: Process for making and handling indemnification claims, including notice requirements and timeframes
6. Payment Terms: Terms and conditions for payment of indemnified amounts, including timing and method of payment
7. Limitations on Liability: Any caps, exclusions, or limitations on the indemnification obligations
8. Duration: Term of the indemnification obligations and survival provisions
9. Dispute Resolution: Procedures for resolving disputes related to indemnification claims
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
11. General Provisions: Standard contractual provisions including amendments, assignments, and notices
1. Insurance Requirements: Requirements for insurance coverage to support indemnification obligations, used when specific insurance is required
2. Third Party Claims: Specific procedures for handling third party claims, included when third party claims are likely
3. Security: Provisions for security or collateral to secure indemnification obligations, used for high-value indemnities
4. Tax Implications: Treatment of tax aspects of indemnification payments, included when tax considerations are significant
5. Subrogation Rights: Rights of the indemnitor to pursue claims against third parties, included when relevant to the context
6. Force Majeure: Provisions addressing how force majeure events affect indemnification obligations, included when relevant to the industry/context
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, circumstances, or losses covered by the indemnification
2. Schedule B - Claim Form Template: Standard form for submitting indemnification claims
3. Schedule C - Excluded Claims: List of specific exclusions from the indemnification coverage
4. Schedule D - Contact Details: Contact information for notices and claim submissions
5. Appendix 1 - Supporting Documents: Relevant background documents or agreements referenced in the indemnification
6. Appendix 2 - Calculation Methodology: Methodology for calculating indemnification amounts where complex calculations are involved
Authors
Affiliate
Business Day
Claim
Claim Notice
Confidential Information
Control
Damages
Direct Losses
Effective Date
Excluded Claims
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnification Period
Indemnified Losses
Indirect Losses
Interest Rate
Law
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Person
Proceedings
Related Parties
Representatives
Security Interest
Subsidiary
Term
Third Party
Third Party Claim
Working Hours
Recitals
Definitions
Scope of Indemnification
Indemnification Obligations
Notice Requirements
Claims Procedure
Payment Terms
Defense of Claims
Third Party Claims
Limitations of Liability
Exclusions
Duration and Survival
Insurance
Security
Subrogation
Assignment
Confidentiality
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Waiver
Costs and Expenses
Counterparts
Time of Essence
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