Indemnity Agreement Template for Ireland

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Key Requirements PROMPT example:

Indemnity Agreement

"I need an Indemnity Agreement under Irish law for a software development company protecting against intellectual property claims, where our parent company will indemnify us against any third-party IP infringement claims arising from our use of licensed technology."

Document background
The Indemnity Agreement serves as a critical risk management tool in business relationships under Irish jurisdiction. It is commonly used when parties need to allocate risk and establish clear obligations for compensation in case of specified losses, damages, or liabilities. This document is essential in various business contexts, from corporate transactions to service agreements, and must comply with Irish contract law, the Civil Law (Miscellaneous Provisions) Act 2011, and other relevant legislation. The agreement typically includes detailed provisions about the scope of indemnity, claim procedures, payment terms, and dispute resolution mechanisms, all tailored to meet Irish legal requirements and business practices.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses

2. Background: Sets out the context and purpose of the indemnity agreement, including relevant background information

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Indemnity: Clearly defines what losses, damages, or liabilities are covered by the indemnity

5. Indemnification Obligations: Details the specific obligations of the indemnifying party, including trigger events and coverage extent

6. Exclusions: Specifies what events, actions, or circumstances are explicitly excluded from the indemnity coverage

7. Claims Procedure: Outlines the process for making and handling indemnity claims, including notice requirements and timeframes

8. Duration: Specifies the term of the agreement and any survival provisions

9. Payment Terms: Details the timing and method of indemnity payments

10. Governing Law and Jurisdiction: Specifies Irish law as governing law and establishes jurisdiction for disputes

11. Execution: Signature blocks and execution formalities

Optional Sections

1. Insurance Requirements: Required when specific insurance coverage must be maintained by either party

2. Security Provisions: Include when collateral or security is required to support the indemnity obligations

3. Third Party Rights: Needed when third parties may have rights under the indemnity agreement

4. Subrogation Rights: Include when dealing with insurance-related indemnities or complex recovery rights

5. Force Majeure: Optional clause for circumstances where performance might be affected by events beyond parties' control

6. Assignment: Include when transfer of rights under the agreement needs to be addressed

7. Confidentiality: Required when sensitive information will be shared in relation to indemnity claims

8. Dispute Resolution: Include when specific dispute resolution procedures (mediation/arbitration) are desired

Suggested Schedules

1. Schedule 1 - Scope of Covered Losses: Detailed breakdown of specific losses, damages, or liabilities covered by the indemnity

2. Schedule 2 - Claims Processing Procedures: Detailed procedures for claim submission, documentation requirements, and processing timeline

3. Schedule 3 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements if applicable

4. Appendix A - Notice Requirements: Forms and templates for required notices under the agreement

5. Appendix B - Contact Information: Detailed contact information for key personnel involved in claims processing

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 legal definitions
Clauses
Relevant Industries

Financial Services

Construction

Manufacturing

Professional Services

Technology

Healthcare

Real Estate

Energy

Transportation

Insurance

Retail

Education

Telecommunications

Mining and Resources

Environmental Services

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Corporate Governance

Insurance

Commercial

Procurement

Business Development

Corporate Affairs

Treasury

Contracts Administration

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Chief Financial Officer

Contract Manager

Insurance Manager

Company Secretary

Chief Executive Officer

Operations Director

Project Manager

Commercial Director

Business Development Manager

Finance Director

General Counsel

Corporate Lawyer

Industries
Civil Law (Miscellaneous Provisions) Act 2011: This Act provides important provisions regarding the enforcement of contracts and civil liability matters in Ireland, which are relevant to indemnity agreements.
Statute of Limitations Act 1957 (as amended): Sets out the time limits within which different types of legal actions must be brought, affecting how long indemnity claims can be made.
European Communities (Unfair Terms in Consumer Contracts) Regulations 1995: If the indemnity agreement involves a consumer, these regulations must be considered to ensure terms are not unfair or unconscionable.
Central Bank and Financial Services Authority of Ireland Act 2004: Relevant when the indemnity agreement involves financial services or regulated entities, providing specific requirements for such agreements.
Companies Act 2014: Contains provisions regarding corporate capacity to enter into indemnity agreements and specific requirements for director indemnification.
Sale of Goods and Supply of Services Act 1980: Important when the indemnity relates to goods or services, as it contains provisions about contractual terms and warranties.
Electronic Commerce Act 2000: Relevant if the indemnity agreement is to be executed electronically, ensuring legal validity of electronic signatures and contracts.
Irish Contract Law (Common Law): While not legislation per se, Irish contract law principles derived from common law are crucial for formation, consideration, and enforcement of indemnity agreements.
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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