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Indemnity Agreement Form
"I need an Indemnity Agreement Form under Irish law for my software development company to protect against intellectual property claims when providing services to a major financial institution, with the agreement to take effect from March 1, 2025."
1. Parties: Identification and details of the Indemnifier and Indemnitee
2. Background/Recitals: Context of the agreement and relationship between parties
3. Definitions and Interpretation: Key terms used throughout the agreement, including specific defined events or circumstances triggering the indemnity
4. Scope of Indemnity: Clear description of what losses, damages, or liabilities are covered by the indemnity
5. Trigger Events: Specific circumstances or events that activate the indemnity obligation
6. Duration: Time period for which the indemnity remains valid and enforceable
7. Claims Procedure: Process for making and responding to indemnity claims, including notice requirements and timeframes
8. Payment Terms: Timing and method of indemnity payments, including any requirements for proof of loss
9. Limitations and Exclusions: Specific limitations on the scope of the indemnity and excluded events or circumstances
10. Representations and Warranties: Statements of fact and promises made by both parties
11. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support the indemnity
2. Security Provisions: Used when additional security (such as guarantees or charges) is required to secure the indemnity obligation
3. Regulatory Compliance: Required for regulated industries or when specific regulatory requirements must be met
4. Assignment and Transfer: Include when parties need the ability to transfer rights or obligations under the indemnity
5. Third Party Rights: Needed when third parties may have rights under the indemnity agreement
6. Dispute Resolution: Optional alternative dispute resolution procedures beyond court jurisdiction
7. Force Majeure: Include when certain events should excuse performance of the indemnity obligations
8. Confidentiality: Required when sensitive information will be shared in connection with the indemnity
1. Schedule 1 - Specified Losses: Detailed list of specific losses or damages covered by the indemnity
2. Schedule 2 - Claim Form Template: Standard form for making indemnity claims
3. Schedule 3 - Insurance Requirements: Detailed specifications of required insurance coverage
4. Schedule 4 - Excluded Events: Comprehensive list of exclusions from the indemnity coverage
5. Schedule 5 - Related Agreements: List of other agreements referenced or related to the indemnity
6. Appendix A - Notice Requirements: Detailed procedures and contact information for serving notices
7. Appendix B - Supporting Documentation: List of required documentation for making claims
Authors
Applicable Law
Business Day
Claim
Claim Notice
Commencement Date
Confidential Information
Control
Costs
Damages
Effective Date
Excluded Claims
Force Majeure Event
Government Authority
Group Company
Indemnified Party
Indemnifying Party
Indemnified Losses
Insolvency Event
Liability
Loss
Material Adverse Effect
Notice
Parties
Professional Advisers
Related Persons
Relevant Period
Representatives
Scheduled Losses
Security Interest
Specified Events
Subject Matter
Territory
Third Party Claim
Trigger Event
Working Hours
Definitions
Scope of Indemnity
Duration
Payment Obligations
Claims Procedure
Notice Requirements
Limitations of Liability
Insurance
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Amendments
Costs and Expenses
Counterparts
Survival
Further Assurance
Time of Essence
Notices
Regulatory Compliance
Financial Services
Construction
Professional Services
Technology
Manufacturing
Healthcare
Real Estate
Insurance
Energy
Transportation
Retail
Telecommunications
Legal
Risk Management
Finance
Compliance
Corporate Governance
Operations
Commercial
Insurance
Project Management
Executive Leadership
Business Development
Procurement
Legal Counsel
Risk Manager
Chief Financial Officer
Chief Executive Officer
Compliance Officer
Contract Manager
Corporate Secretary
Insurance Manager
Project Manager
Business Development Director
Operations Director
Commercial Director
General Counsel
Finance Director
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