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Indemnification Contract
"I need an Indemnification Contract for my tech company's upcoming software development agreement with a third-party contractor, with specific coverage for intellectual property infringement claims and data breach incidents, to be effective from March 1, 2025."
1. Parties: Identification of the indemnifier and indemnitee with full legal names and addresses
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Claims'
4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnification
5. Indemnification Obligations: Specific obligations of the indemnifier, including timing and method of payment
6. Notice Requirements: Procedures for notifying the indemnifier of claims or potential claims
7. Claims Process: Step-by-step process for handling claims, including timeline and documentation requirements
8. Limitations and Exclusions: Specific limitations on the indemnification obligation, including caps and excluded events
9. Duration: Term of the indemnification obligation and survival provisions
10. Governing Law and Jurisdiction: Specification of Indian law as governing law and designation of courts
11. Dispute Resolution: Process for resolving disputes related to the indemnification
12. Execution: Signature blocks and execution requirements
1. Insurance Requirements: Required when specific insurance coverage needs to be maintained by either party
2. Third-Party Claims: Include when third-party claims require special handling or procedures
3. Security for Indemnification: Add when collateral or security is required to back the indemnification obligation
4. Subrogation Rights: Include when dealing with insurance-related indemnification or complex recovery rights
5. Cross-Indemnification: Add when both parties are providing reciprocal indemnification
6. Force Majeure: Include when certain events should excuse or modify indemnification obligations
7. Assignment and Delegation: Add when transfer of indemnification rights or obligations needs to be addressed
8. Confidentiality: Include when indemnified matters involve sensitive information
1. Schedule A - Specific Indemnified Events: Detailed list of events, activities, or circumstances covered by the indemnification
2. Schedule B - Calculation of Losses: Methodology for calculating indemnifiable losses and damages
3. Schedule C - Claims Documentation Requirements: List of required documentation and evidence for claims
4. Schedule D - Contact Information: Designated contacts and notice addresses for both parties
5. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix 2 - Insurance Certificates: Copies of required insurance policies or certificates
7. Appendix 3 - Power of Attorney: If applicable, authorization documents for executing the agreement
Authors
Agreement
Claim
Claim Notice
Commencement Date
Confidential Information
Control
Costs
Damages
Dispute
Effective Date
Encumbrance
Event of Default
Governmental Authority
Indemnified Event
Indemnified Party
Indemnifying Party
Indemnified Person
Laws
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceedings
Representatives
Taxes
Term
Third Party
Third Party Claim
Working Day
Interpretation
Scope of Indemnification
Duration
Payment Terms
Claims Procedure
Notice Requirements
Third Party Claims
Limitation of Liability
Exclusions
Insurance
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Notices
Costs and Expenses
Counterparts
Further Assurance
Time of Essence
Survival
Financial Services
Manufacturing
Information Technology
Construction
Healthcare
Real Estate
Professional Services
Energy
Transportation
Insurance
Retail
Telecommunications
Pharmaceuticals
Infrastructure
Legal
Risk Management
Compliance
Finance
Corporate Affairs
Operations
Business Development
Insurance
Commercial
Procurement
Corporate Governance
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Business Development Manager
Project Manager
Corporate Secretary
Chief Executive Officer
Insurance Manager
General Counsel
Operations Director
Chief Risk Officer
Legal Director
Commercial Manager
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