General Indemnity Agreement Template for England and Wales

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Key Requirements PROMPT example:

General Indemnity Agreement

"I need a General Indemnity Agreement to protect my manufacturing company against potential losses arising from supplying components to a new aerospace client, with specific focus on product liability and quality assurance requirements, to be effective from March 2025."

Document background
A General Indemnity Agreement is commonly used in commercial transactions where parties need to allocate risk and establish clear responsibilities for potential losses or liabilities. Under English and Welsh law, this document provides a framework for risk transfer, detailing specific circumstances under which one party agrees to protect another from financial loss. The agreement typically includes precise definitions of covered events, claim procedures, and any limitations on the scope of protection. It's particularly valuable in complex business arrangements where clear risk allocation is essential for both parties' security and peace of mind.
Suggested Sections

1. Parties: Identifies and defines the contracting parties and their legal status

2. Background: Sets out the context, purpose and commercial intent of the indemnity agreement

3. Definitions: Defines key terms used throughout the agreement including 'Indemnified Party', 'Indemnifying Party', and 'Losses'

4. Scope of Indemnity: Details the specific losses, liabilities, and circumstances covered by the indemnity

5. Duration: Specifies the term of the indemnity and any survival provisions

6. Payment Terms: Sets out the timing and method of indemnity payments

7. Governing Law and Jurisdiction: Specifies that English and Welsh law governs the agreement and courts have jurisdiction

Optional Sections

1. Insurance Requirements: Details specific insurance policies and coverage levels that must be maintained

2. Claims Procedure: Sets out the process and timing for making and responding to indemnity claims

3. Limitations on Liability: Specifies any caps, exclusions or restrictions on the scope of indemnification

4. Third Party Rights: Addresses whether third parties have rights under the Contracts (Rights of Third Parties) Act 1999

5. Security Provisions: Details any security required to support the indemnity obligations

Suggested Schedules

1. Schedule 1 - Specific Indemnified Events: Detailed list of specific situations, losses and liabilities covered by the indemnity

2. Schedule 2 - Insurance Requirements: Detailed specifications of required insurance policies, coverage levels and terms

3. Schedule 3 - Excluded Claims: List of specific exclusions and carve-outs from the indemnity coverage

4. Schedule 4 - Claims Procedure: Detailed process flow and requirements for making and handling indemnity claims

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

Clauses
Industries

Contracts (Rights of Third Parties) Act 1999: Primary legislation governing how third parties may enforce terms of a contract, crucial for understanding the scope of indemnity obligations.

Limitation Act 1980: Sets out the time limits within which different types of legal claims must be brought, affecting the duration of indemnity obligations.

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly important for ensuring indemnity clauses are not unreasonably broad or unfair.

Consumer Rights Act 2015: Provides protection for consumers in contracts, must be considered if any party to the indemnity agreement is a consumer.

Common Law Contract Principles: Fundamental principles including offer, acceptance, consideration, and intention to create legal relations that form the basis of valid contracts.

Doctrine of Privity: Common law principle stating that only parties to a contract can enforce it, with exceptions under the Contracts (Rights of Third Parties) Act.

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, relevant if the indemnity relates to financial services activities.

Companies Act 2006: Primary legislation governing company operations in the UK, relevant for corporate entities entering into indemnity agreements.

Partnership Act 1890: Legislation governing partnerships, important if any party to the indemnity agreement is a partnership.

Consumer Protection from Unfair Trading Regulations 2008: Protects consumers from unfair commercial practices, relevant if the indemnity agreement involves consumer transactions.

Money Laundering Regulations 2017: Regulations to prevent money laundering, may be relevant depending on the nature and context of the indemnity.

Hedley Byrne Principle: Key case law establishing principle of liability for negligent misstatement, relevant for understanding scope of liability in indemnity contexts.

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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