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Mutual Indemnification Agreement
"Need a Mutual Indemnification Agreement between our software development company and a cloud services provider, with specific focus on data breach incidents and service interruption risks, to be effective from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including relevant legislation references
4. Mutual Indemnification Obligations: Core indemnification commitments of each party
5. Scope of Indemnification: Specific circumstances covered by the indemnities
6. Claims Process: Procedures for making and handling indemnification claims
7. Term and Termination: Duration and termination provisions
8. Governing Law and Jurisdiction: Applicable law (England and Wales) and dispute resolution forum
1. Insurance Requirements: Optional section detailing required insurance coverage and maintenance obligations
2. Limitation of Liability: Optional section specifying caps and restrictions on liability exposure
3. Confidentiality: Optional section covering protection of sensitive information exchanged during claims
4. Force Majeure: Optional section addressing circumstances beyond parties' control affecting indemnification obligations
1. Schedule 1 - Specific Indemnified Events: Detailed list of circumstances triggering indemnification obligations
2. Schedule 2 - Claims Procedure: Detailed step-by-step process for handling indemnification claims
3. Schedule 3 - Insurance Requirements: Specific details of required insurance coverage types and amounts
4. Schedule 4 - Calculation of Losses: Methodology and guidelines for calculating indemnifiable losses
Authors
Business Day
Claim
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Indemnified Party
Indemnifying Party
Indemnified Loss
Intellectual Property Rights
Liability
Loss
Material Breach
Notice
Parties
Representatives
Schedule
Term
Territory
Third Party Claim
Working Hours
Damages
Direct Losses
Indirect Losses
Insurance Requirements
Claim Notice
Dispute
Good Industry Practice
Law
Mutual Indemnification Obligations
Scope of Indemnification
Exclusions from Indemnification
Claims Procedure
Defense of Claims
Notice Requirements
Payment Terms
Insurance Requirements
Limitation of Liability
Confidentiality
Force Majeure
Term and Termination
Surviving Obligations
Assignment
Subcontracting
Third Party Rights
Entire Agreement
Severability
Waiver
Amendments
Notices
Costs and Expenses
Dispute Resolution
Governing Law and Jurisdiction
Counterparts
Further Assurance
Cooperation
Representations and Warranties
Compliance with Laws
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