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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."
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
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
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
Affiliate
Business Day
Claim
Commencement Date
Confidential Information
Control
Costs
Damages
Effective Date
Expiry Date
Force Majeure Event
Group
Indemnified Party
Indemnifying Party
Indemnified Losses
Liability
Loss
Material Adverse Effect
Notice
Parties
Related Party
Representatives
Subsidiary
Term
Third Party
Third Party Claim
Claim Notice
Dispute
Excluded Claims
Governing Law
Insolvency Event
Intellectual Property Rights
Security Interest
Working Hours
Applicable Law
Business
Defaulting Party
Good Industry Practice
Indemnification Period
Limitation Period
Payment Terms
Professional Advisers
Reasonable Endeavours
Settlement
Scope of Indemnity
Exclusions
Claims Procedure
Notice Requirements
Payment Terms
Duration
Termination
Force Majeure
Confidentiality
Assignment
Entire Agreement
Severability
Waiver
Amendment
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Subrogation
Insurance
Security
Representations and Warranties
Costs and Expenses
Limitation of Liability
Survival
Counterparts
Further Assurance
Time Limits
Set-off
Notices
Good Faith
Compliance with Laws
Authority
No Partnership
Remedies
Interpretation
Financial Services
Construction
Manufacturing
Professional Services
Technology
Healthcare
Real Estate
Energy
Transportation
Insurance
Retail
Education
Telecommunications
Mining and Resources
Environmental Services
Legal
Risk Management
Compliance
Finance
Operations
Corporate Governance
Insurance
Commercial
Procurement
Business Development
Corporate Affairs
Treasury
Contracts Administration
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
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