Personal Indemnification Agreement Template for England and Wales

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Key Requirements PROMPT example:

Personal Indemnification Agreement

"I need a Personal Indemnification Agreement to protect me as an independent consultant when I join the board of a fintech startup from January 2025, with specific coverage for technology advisory services and regulatory compliance decisions."

Document background
A Personal Indemnification Agreement is commonly used in England and Wales when individuals need protection against personal liability in their professional capacity. This document is particularly relevant for directors, officers, consultants, and other professionals who may face personal liability risks in their roles. The agreement typically details the scope of protection, claim procedures, and limitations, ensuring compliance with English law principles of contract formation and enforcement. It's essential when individuals take on roles with significant responsibility or risk exposure, providing them with security and confidence in their decision-making.
Suggested Sections

1. Parties: Identifies and defines the indemnifier and indemnitee

2. Background: Sets out the context and purpose of the indemnification agreement

3. Definitions: Defines key terms used throughout the agreement including 'Loss', 'Claim', 'Indemnified Party'

4. Scope of Indemnification: Details what losses, liabilities, and circumstances are covered by the indemnification

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

6. Claims Procedure: Sets out the process for making and handling indemnification claims

7. Governing Law and Jurisdiction: Specifies that English and Welsh law governs and establishes jurisdiction

Optional Sections

1. Insurance Requirements: Used when the indemnifier must maintain specific insurance coverage to support the indemnification

2. Limitations on Liability: Used when parties agree to include caps or other restrictions on the scope of indemnification

3. Third Party Claims: Used when claims from third parties are likely and specific procedures are needed

4. Subrogation Rights: Used when rights to pursue claims against third parties need to be addressed

Suggested Schedules

1. Schedule 1 - Covered Events: Detailed list of specific situations and circumstances covered by the indemnification

2. Schedule 2 - Excluded Events: Comprehensive list of exclusions from the scope of indemnification

3. Schedule 3 - Claims Procedure: Detailed step-by-step process for making and handling claims

4. Schedule 4 - Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how third parties may enforce terms of a contract, relevant for determining who can claim under the indemnification

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly relevant for limitations and exclusions in indemnity provisions

Consumer Rights Act 2015: Applicable if one party is a consumer, providing additional protections and requirements for fairness

Limitation Act 1980: Sets statutory time limits for bringing different types of claims, including contract and tort claims

Civil Liability Contribution Act 1978: Governs how contribution is handled between parties who are liable for the same damage

Companies Act 2006: Relevant when indemnification involves company directors or officers, including provisions about corporate liability

Financial Services and Markets Act 2000: Applicable if the indemnification relates to regulated financial activities or services

Common Law - Consideration Doctrine: Fundamental principle requiring exchange of value for contract enforceability

Common Law - Contract Enforcement: Rules and principles governing how contracts are enforced under English law

Common Law - Contractual Interpretation: Principles used by courts to interpret contractual terms and provisions

Common Law - Causation and Remoteness: Principles determining the scope of recoverable losses and damage

Public Policy Limitations: Restrictions on what can be validly indemnified against based on public policy considerations

Unconscionable Bargains Doctrine: Common law principle protecting against unfair advantage in contractual relationships

Legal Capacity Rules: Requirements regarding parties' legal capacity to enter into binding contracts

Clear Drafting Requirements: Legal principles requiring clear and unambiguous drafting of indemnification provisions

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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