Indemnity Agreement Template for England and Wales

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Key Requirements PROMPT example:

Indemnity Agreement

"I need an Indemnity Agreement to protect my software development company against potential intellectual property claims arising from a new AI product launch planned for March 2025, with specific focus on third-party code integration risks."

Document background
An Indemnity Agreement is commonly used in business transactions where parties need to allocate risk and establish clear liability frameworks. This document, governed by English and Welsh law, sets out the terms under which one party will protect another against specified losses, claims, or liabilities. The agreement typically includes detailed provisions on claim procedures, coverage limitations, and reporting requirements. It's particularly valuable in complex commercial transactions, corporate restructuring, or situations involving significant potential liabilities. The document helps prevent disputes by clearly defining responsibilities and procedures for handling claims.
Suggested Sections

1. Parties: Identifies and defines the indemnifier and indemnitee

2. Background: Sets out the context and purpose of the indemnity

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Indemnity: Specifies what losses, claims, or liabilities are covered

5. Duration: Defines the period during which the indemnity is effective

6. Claims Procedure: Process for making and handling indemnity claims

7. Governing Law and Jurisdiction: Specifies applicable law and courts

Optional Sections

1. Insurance Requirements: Specifies insurance obligations when indemnifier must maintain specific insurance coverage

2. Limitations and Exclusions: Specifies caps or exclusions to the indemnity when parties agree to limit scope or quantum of indemnity

3. Security Provisions: Requirements for security or guarantees when additional security is required to support the indemnity

4. Assignment: Rights to transfer the indemnity when transfer rights need to be specifically addressed

Suggested Schedules

1. Schedule of Covered Claims: Detailed list of specific claims or losses covered

2. Claims Procedure Protocol: Detailed process for handling claims

3. Insurance Requirements: Detailed insurance specifications and requirements

4. Form of Notice: Template for making claims under the indemnity

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

Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing third party rights in contracts, determining whether third parties can enforce terms of the indemnity agreement

Limitation Act 1980: Sets statutory time limits for bringing claims under the indemnity, typically 6 years for contract claims. Critical for defining the timeframe of the indemnity

Unfair Contract Terms Act 1977: Regulates exclusion and limitation clauses in contracts, ensuring terms are reasonable, particularly in business-to-business contracts

Consumer Rights Act 2015: Governs consumer contracts, ensuring fairness and transparency of terms when indemnity agreements involve consumers

Contra Proferentem Doctrine: Common law principle stating that ambiguous contractual terms should be interpreted against the interests of the party that drafted them

Liquidated Damages Rules: Common law principles distinguishing between valid liquidated damages and unenforceable penalties in contracts

Companies Act 2006: Relevant when indemnity agreements involve company directors or corporate entities

Financial Services and Markets Act 2000: Applicable when indemnity relates to regulated financial activities

Insurance Act 2015: Relevant when the indemnity agreement functions similarly to insurance arrangements

Statute of Frauds 1677: Historic legislation requiring certain contracts to be made in writing to be enforceable

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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