General Indemnity Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The General Indemnity Agreement serves as a critical risk management tool in New Zealand business transactions and relationships. It is commonly used when one party needs to be protected against potential losses or liabilities arising from specific business activities, transactions, or relationships. This document is essential in situations involving significant risk transfer, such as major construction projects, corporate transactions, or service agreements. The agreement must comply with New Zealand contract law, including the Contract and Commercial Law Act 2017 and relevant common law principles. It typically includes detailed provisions about the scope of indemnity, claim procedures, and may be supported by insurance requirements or other security arrangements. The document is particularly important in complex commercial relationships where clear allocation of risk and liability is essential for business certainty.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Construction

Financial Services

Manufacturing

Professional Services

Real Estate

Technology

Energy

Infrastructure

Healthcare

Mining

Transportation

Retail

Insurance

Telecommunications

Relevant Teams

Legal

Risk Management

Finance

Operations

Compliance

Commercial

Procurement

Corporate Governance

Business Development

Insurance

Project Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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