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Contractor Indemnity Agreement
"I need a Contractor Indemnity Agreement under New Zealand law for a software development contractor who will be handling sensitive customer data and developing proprietary software, with specific focus on intellectual property protection and data security indemnification."
1. Parties: Identifies and provides full legal details of all parties to the agreement, including the indemnifier and the indemnitee
2. Background: Outlines the context of the contractor relationship and the purpose of the indemnity agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Parties', 'Claims', 'Losses', and specific terms relevant to the contractor's work
4. Scope of Indemnity: Clearly defines what is covered by the indemnity, including specific risks, losses, and circumstances
5. Indemnification Obligations: Details the specific obligations of the contractor to indemnify, defend, and hold harmless the other party
6. Exclusions and Limitations: Specifies what is not covered by the indemnity and any caps or limitations on the indemnity obligation
7. Notice and Claims Procedure: Outlines the process for notifying and handling indemnification claims
8. Duration: Specifies how long the indemnity obligations remain in effect
9. Insurance Requirements: Details the insurance coverage the contractor must maintain to support the indemnity obligations
10. General Provisions: Standard contract clauses including governing law, jurisdiction, and interpretation
1. Mutual Indemnification: Include when both parties are providing reciprocal indemnities to each other
2. Intellectual Property Indemnity: Include when the contractor's work involves creation or use of intellectual property
3. Environmental Indemnity: Include when the contractor's work could impact environmental matters
4. Data Protection and Privacy: Include when the contractor has access to personal or sensitive data
5. Subcontractor Provisions: Include when the contractor may engage subcontractors
6. Force Majeure: Include when certain events beyond parties' control should affect indemnity obligations
7. Alternative Dispute Resolution: Include when parties want to specify mediation or arbitration for indemnity disputes
1. Schedule 1: Scope of Services: Detailed description of the contractor's services and responsibilities
2. Schedule 2: Insurance Requirements: Specific details of required insurance policies, coverage limits, and terms
3. Schedule 3: Claim Procedures: Detailed procedures for making and responding to indemnification claims
4. Schedule 4: Excluded Claims: Specific list of claims or circumstances excluded from the indemnity
5. Appendix A: Key Personnel: List of key personnel covered by or authorized under the indemnity agreement
6. Appendix B: Form of Notice: Template for formal notices required under the agreement
Authors
Applicable Laws
Claim
Commencement Date
Confidential Information
Contract Works
Contractor
Contractor Personnel
Contractor's Representatives
Damages
Defects
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Indemnified Parties
Indemnified Person
Indemnifying Party
Intellectual Property Rights
Liability
Loss
Material Breach
Negligence
Notice
Parent Company
Party/Parties
Principal
Professional Services
Project
Related Companies
Representatives
Services
Site
Subcontractor
Term
Third Party
Third Party Claim
Work Product
Working Day
Definitions
Scope of Indemnity
Indemnification Obligations
Exclusions from Indemnity
Insurance Requirements
Notice Requirements
Claims Procedure
Defense of Claims
Duration of Indemnity
Limitations of Liability
Health and Safety
Compliance with Laws
Confidentiality
Intellectual Property
Force Majeure
Dispute Resolution
Governing Law
Assignment
Subcontracting
Termination
Survival
Warranties
Notices
Entire Agreement
Severability
Waiver
Amendment
Costs
Counterparts
Construction
Information Technology
Professional Services
Manufacturing
Engineering
Healthcare
Mining
Energy
Transportation
Telecommunications
Consulting
Real Estate Development
Environmental Services
Financial Services
Legal
Procurement
Risk Management
Operations
Finance
Compliance
Human Resources
Commercial
Project Management
Contract Administration
Legal Counsel
Contract Manager
Procurement Manager
Risk Manager
Project Manager
Operations Director
Chief Financial Officer
Compliance Officer
Human Resources Director
Commercial Manager
General Manager
Chief Operating Officer
Business Development Manager
Contractor Relations Manager
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