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Indemnity Agreement Form
"I need an Indemnity Agreement Form under Hong Kong law for my technology company to protect against potential intellectual property claims when engaging external software developers, with the agreement to take effect from March 1, 2025."
1. Parties: Identifies and defines all parties to the agreement, including the Indemnifier and the Indemnitee
2. Background: Sets out the context and circumstances leading to the indemnity arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Scope of Indemnity: Clearly defines what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Process: Details the procedure for making claims under the indemnity and the response timeline
6. Duration: Specifies how long the indemnity obligations remain in effect
7. Notice Requirements: Sets out how and when notices of claims must be given
8. Payment Terms: Specifies timing and method of indemnity payments
9. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and specifies jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage
2. Security: Used when collateral or security is required to support the indemnity obligations
3. Multiple Indemnifiers: Needed when there are multiple parties providing indemnity, addressing joint and several liability
4. Subrogation Rights: Include when specifying rights of the indemnifier to step into the shoes of the indemnitee
5. Limitation of Liability: Optional caps or restrictions on the indemnity obligation
6. Third Party Rights: Required when third parties may have rights under the agreement per Cap. 623
7. Alternative Dispute Resolution: Optional clause for mediation or arbitration before litigation
1. Schedule 1 - Specified Events: Detailed list of events or circumstances covered by the indemnity
2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing indemnity claims
3. Schedule 3 - Excluded Losses: Specific losses or damages excluded from the scope of indemnity
4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types, amounts, and insurers
5. Appendix A - Form of Claim Notice: Template for submitting indemnity claims
6. Appendix B - Security Documents: Forms of any required security or guarantee documents
Authors
Business Day
Claim
Claim Notice
Commencement Date
Confidential Information
Direct Losses
Effective Date
Excluded Losses
Force Majeure Event
Group
Hong Kong
Indemnified Party
Indemnifying Party
Indemnified Matters
Indirect Losses
Insolvency Event
Laws
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Related Company
Representatives
Security
Specified Events
Subsidiary
Term
Third Party Claim
Working Hours
Scope of Indemnity
Indemnification Obligations
Exclusions
Claims Procedure
Notice Requirements
Payment Terms
Security
Insurance
Representations and Warranties
Limitation of Liability
Duration and Termination
Confidentiality
Force Majeure
Assignment
Subrogation
Third Party Rights
Costs and Expenses
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendments
Counterparts
Notices
Further Assurance
Financial Services
Insurance
Banking
Construction
Real Estate
Manufacturing
Technology
Professional Services
Healthcare
Retail
Transportation
Energy
Maritime
Infrastructure
Legal
Risk Management
Compliance
Finance
Corporate Secretariat
Insurance
Operations
Treasury
Business Development
Project Management
Chief Executive Officer
Chief Financial Officer
Chief Risk Officer
General Counsel
Legal Director
Risk Manager
Compliance Officer
Corporate Secretary
Finance Director
Insurance Manager
Contract Manager
Business Development Director
Project Manager
Operations Director
Treasury Manager
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