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Indemnification Contract
"I need an Indemnification Contract to protect my software development company against potential intellectual property claims arising from a new AI product launch planned for March 2025, with specific coverage for patent infringement and third-party code usage."
1. Parties: Identifies and defines the indemnifying party and indemnified party
2. Background: Explains context and purpose of the indemnification
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Indemnity: Specifies what losses, damages, or claims are covered by the indemnification
5. Duration: Specifies the term of the indemnification obligation and any survival provisions
6. Claims Procedure: Details the process for making and handling indemnification claims
7. Governing Law and Jurisdiction: Specifies that English and Welsh law governs the agreement and establishes jurisdiction
1. Insurance Requirements: Specifies required insurance coverage and maintenance obligations
2. Limitations on Liability: Sets out any caps or restrictions on indemnification obligations
3. Third Party Claims: Establishes specific procedures for handling claims from third parties
4. Mitigation Obligations: Details obligations of the indemnified party to mitigate losses
1. Schedule 1 - Covered Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule 2 - Excluded Events: Comprehensive list of specific exclusions from indemnification coverage
3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum coverage levels
4. Schedule 4 - Claims Process: Step-by-step procedure for making and processing indemnification claims
Authors
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Covered Claims
Damages
Effective Date
Excluded Claims
Force Majeure Event
Indemnified Party
Indemnifying Party
Indemnified Persons
Losses
Material Adverse Effect
Notice
Parties
Representatives
Term
Territory
Third Party Claim
Working Hours
Writing
Limitations of Liability
Notice Requirements
Claims Procedure
Payment Terms
Insurance Requirements
Third Party Claims
Survival
Duty to Defend
Confidentiality
Force Majeure
Assignment
Governing Law
Jurisdiction
Dispute Resolution
Subrogation Rights
Set-off Rights
Waiver
Severability
Entire Agreement
Amendments
Counterparts
Costs and Expenses
Mitigation Obligations
Cooperation Requirements
Time Limits
Exclusions
Notices
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