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General Indemnity Agreement
"I need a General Indemnity Agreement for my construction company acting as the indemnitor to protect a property developer in Auckland regarding a new commercial building project starting March 2025, with specific focus on construction defects and workplace safety incidents."
1. Parties: Identifies and defines all parties to the agreement, including the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified)
2. Background: Sets out the context and purpose of the indemnity agreement, including the relationship between the parties and the basis for the indemnity
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
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 Indemnitor, including timing and process for payment
6. Exclusions and Limitations: Specifies what is not covered by the indemnity and any caps or limitations on liability
7. Claims Process: Outlines the procedure for making and responding to indemnification claims
8. Duration: Specifies how long the indemnity obligations remain in effect
9. Notice Requirements: Details how and when notices must be given between parties
10. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and establishes jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Insurance Requirements: Used when the Indemnitor must maintain specific insurance coverage to support the indemnity
2. Security Provisions: Include when additional security (such as guarantees or charges) is required to secure the indemnity obligations
3. Cross-Indemnification: Used when parties are providing reciprocal indemnities to each other
4. Confidentiality: Include when the arrangement involves sharing of confidential information
5. Assignment and Novation: Include when transfer of rights or obligations needs to be specifically addressed
6. Third Party Rights: Used when the indemnity is intended to benefit or affect third parties
7. Force Majeure: Include when certain events should excuse performance of indemnity obligations
1. Schedule 1: Defined Terms: Comprehensive list of defined terms and their meanings
2. Schedule 2: Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnity
3. Schedule 3: Claims Procedure: Detailed step-by-step process for making and handling indemnity claims
4. Schedule 4: Insurance Requirements: Detailed specifications of required insurance policies and coverage levels
5. Schedule 5: Notice Details: Contact information and approved methods for giving notices
6. Appendix A: Form of Claim Notice: Template form for making indemnity claims
7. Appendix B: Security Documents: Forms of any required security documents or guarantees
Authors
Business Day
Claim
Claim Notice
Commencement Date
Confidential Information
Consequential Loss
Costs
Damages
Default Event
Direct Loss
Effective Date
Excluded Claims
Force Majeure Event
Government Agency
GST
Indemnified Amount
Indemnified Party
Indemnifying Party
Indemnified Persons
Insolvency Event
Law
Liability
Loss
Material Adverse Effect
Notice
Parties
Permitted Purpose
Related Company
Representatives
Security Interest
Specified Events
Term
Third Party Claim
Working Hours
Definitions
Scope of Indemnity
Duration
Payment Obligations
Claims Process
Notice Requirements
Representations and Warranties
Insurance Requirements
Security
Limitation of Liability
Exclusions
Force Majeure
Confidentiality
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Costs and Expenses
GST and Taxation
Further Assurance
Counterparts
Relationship of Parties
Survival
Time of Essence
Waiver
Remedies
Termination
Construction
Financial Services
Manufacturing
Professional Services
Real Estate
Technology
Energy
Infrastructure
Healthcare
Mining
Transportation
Retail
Insurance
Telecommunications
Legal
Risk Management
Finance
Operations
Compliance
Commercial
Procurement
Corporate Governance
Business Development
Insurance
Project Management
Legal Counsel
Risk Manager
Contract Manager
Chief Financial Officer
Commercial Director
Project Manager
Operations Director
Compliance Officer
Insurance Manager
Corporate Secretary
Business Development Manager
Finance Director
Chief Executive Officer
Chief Operating Officer
Procurement Manager
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