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Mutual Indemnification And Hold Harmless Agreement
"I need a Mutual Indemnification and Hold Harmless Agreement for a software development partnership between my tech company and an IT services provider, with liability caps of $5 million per claim and coverage for intellectual property infringement claims, to be effective from March 1, 2025."
1. Parties: Identification of all parties to the agreement with their full legal names, addresses, and any registration details
2. Background: Context of the agreement, relationship between the parties, and purpose of the mutual indemnification arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Indemnification', 'Loss', 'Claims', and other relevant terms
4. Mutual Indemnification Obligations: Core section detailing the specific indemnification obligations of each party to the other
5. Scope of Indemnification: Detailed description of what is and isn't covered under the indemnification provisions
6. Procedure for Making Claims: Process and requirements for making an indemnification claim, including notice requirements and time limits
7. Defense of Claims: Procedures for defending against third-party claims and cooperation between the parties
8. Limitations on Liability: Any caps, exclusions, or limitations on the indemnification obligations
9. Duration: Term of the agreement and survival of obligations
10. Notice Requirements: Formal requirements for all notices under the agreement
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and choice of jurisdiction for disputes
12. Dispute Resolution: Mechanisms for resolving disputes between the parties
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Insurance Requirements: Requirements for parties to maintain specific insurance coverage - include when the indemnification involves significant risks or regulated activities
2. Confidentiality: Provisions for protecting confidential information - include when sensitive information may be exchanged during the indemnification process
3. Force Majeure: Provisions for handling circumstances beyond parties' control - include when external events could significantly impact indemnification obligations
4. Assignment: Rights and restrictions regarding assignment of the agreement - include when transfer of rights might be relevant
5. Specific Exclusions: Detailed list of excluded events or circumstances - include when certain risks need to be explicitly carved out
6. Security: Requirements for security or collateral to support indemnification obligations - include when there are concerns about financial capacity
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule B - Claim Procedures: Detailed procedures and forms for making and processing indemnification claims
3. Schedule C - Contact Information: List of key contacts and their details for notices and claims processing
4. Schedule D - Insurance Requirements: Detailed insurance requirements including types, amounts, and acceptable carriers
5. Appendix 1 - Claim Form Template: Standard template for submitting indemnification claims
6. Appendix 2 - Notice Template: Standard template for required notices under the agreement
Authors
Affiliate
Business Day
Claim
Confidential Information
Damages
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnification Notice
Law
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Person
Proceeding
Representatives
Term
Third Party
Third Party Claim
Dispute
Insurance
Jurisdiction
Breach
Default
Direct Damages
Indirect Damages
Consequential Damages
Special Damages
Defense Costs
Settlement
Judgment
Applicable Law
Reasonable Costs
Legal Expenses
Cure Period
Interpretation
Mutual Indemnification
Scope of Indemnity
Claims Procedure
Defense of Claims
Notice Requirements
Limitations of Liability
Insurance
Confidentiality
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Term and Termination
Representations and Warranties
Assignment
Amendment
Severability
Entire Agreement
Waiver
Survival
Counterparts
Costs and Expenses
Time of Essence
Further Assurance
Third Party Rights
Relationship of Parties
Compliance with Laws
Boilerplate
Information Technology
Manufacturing
Construction
Real Estate
Healthcare
Financial Services
Professional Services
Energy
Infrastructure
Telecommunications
Transportation
Pharmaceuticals
Research and Development
Engineering Services
Legal
Risk Management
Compliance
Finance
Operations
Corporate Affairs
Business Development
Project Management
Executive Leadership
Commercial Operations
Chief Legal Officer
General Counsel
Risk Manager
Compliance Officer
Contract Manager
Legal Director
Chief Financial Officer
Business Development Manager
Project Manager
Operations Director
Chief Executive Officer
Commercial Director
Corporate Secretary
Senior Legal Counsel
Risk Assessment Officer
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