Vendor Hold Harmless Agreement Template for England and Wales

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Key Requirements PROMPT example:

Vendor Hold Harmless Agreement

"I need a Vendor Hold Harmless Agreement to protect our software company from liability when our vendors provide third-party components for our cloud services platform, with specific emphasis on data protection and intellectual property indemnification."

Document background
A Vendor Hold Harmless Agreement is essential in commercial relationships where businesses seek to manage risk and liability exposure. This document, governed by English and Welsh law, establishes clear indemnification obligations from vendors to protect companies against claims, losses, or damages arising from the vendor's products, services, or actions. The agreement typically includes specific terms about the scope of protection, duration, insurance requirements, and circumstances under which the hold harmless provisions apply. It's particularly crucial in high-risk industries or when dealing with vendors whose services or products could potentially lead to third-party claims.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Explains context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Indemnification Provisions: Details the scope of hold harmless protection including the nature and extent of indemnification

5. Duration: Specifies how long the hold harmless protection remains in effect

6. Governing Law: Specifies applicable law and jurisdiction (England and Wales)

Optional Sections

1. Insurance Requirements: Details specific insurance coverage requirements and minimum coverage amounts

2. Limitation of Liability: Specifies any caps on liability amounts and exceptions to the hold harmless provisions

3. Dispute Resolution: Sets out procedures for resolving disputes including mediation and arbitration options

Suggested Schedules

1. Schedule of Services: Detailed description of services covered by the hold harmless provision

2. Insurance Schedule: Comprehensive list of required insurance types, coverage amounts, and specific requirements

3. Schedule of Excluded Claims: Specific list of claims and circumstances excluded from the hold harmless protection

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 how third parties may enforce terms of a contract, crucial for hold harmless agreements that may affect parties not directly involved in the contract

Unfair Contract Terms Act 1977: Regulates exclusion clauses and limitations of liability, determining what terms are reasonable and enforceable in hold harmless agreements

Consumer Rights Act 2015: Relevant if the vendor agreement involves consumer relationships, setting out mandatory protections that cannot be contracted out of

Limitation Act 1980: Sets statutory time limits for bringing different types of claims, important for defining the duration of indemnification obligations

Supply of Goods and Services Act 1982: Establishes implied terms in contracts for the supply of goods and services, affecting vendor obligations and standards

Sale of Goods Act 1979: Governs contracts for the sale of goods, relevant if the vendor agreement involves the supply of goods

Third Parties (Rights against Insurers) Act 2010: Relevant for insurance aspects of hold harmless agreements, particularly regarding third party rights against insurers

Insurance Act 2015: Sets out the legal framework for insurance contracts which may be required as part of the hold harmless provisions

UK GDPR and Data Protection Act 2018: Essential considerations if the vendor agreement involves the processing or handling of personal data

Health and Safety at Work etc. Act 1974: Fundamental legislation governing workplace safety obligations that cannot be contracted out of through hold harmless provisions

Occupiers Liability Acts 1957 and 1984: Establishes duties owed to visitors and trespassers, relevant if the vendor agreement involves premises or property access

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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