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Indemnification Agreement Form
"I need an Indemnification Agreement Form under New Zealand law for my software development company to protect against intellectual property claims when providing services to a major telecommunications client, with specific provisions for cybersecurity incidents and data breaches."
1. Parties: Identifies and provides full details of the indemnifier and indemnitee
2. Background: Explains the context and purpose of the indemnification agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Indemnification: Clearly outlines what losses, damages, or liabilities are covered by the indemnification
5. Indemnification Obligations: Details the specific obligations of the indemnifying party
6. Claims Procedure: Establishes the process for making and responding to indemnification claims
7. Notice Requirements: Specifies how and when notices of claims must be given
8. Defense of Claims: Outlines procedures for defending against third-party claims
9. Duration: Specifies how long the indemnification obligations remain in effect
10. Limitations: Sets out any caps or limitations on the indemnification obligation
11. Governing Law: Specifies that New Zealand law governs the agreement
12. Dispute Resolution: Outlines the process for resolving disputes between parties
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Insurance Requirements: Required when the indemnifying party must maintain specific insurance coverage
2. Third Party Rights: Needed when third parties may have rights under the indemnification
3. Cross-Indemnification: Used when both parties are providing reciprocal indemnification
4. Exclusions: Specific exclusions from the scope of indemnification
5. Survival: Specifies which provisions survive termination of the agreement
6. Security: Required when collateral or security is provided to support the indemnification obligation
7. Assignment: Used when transfer of indemnification rights needs to be addressed specifically
8. Confidentiality: Required when sensitive information may be exchanged in connection with claims
1. Schedule of Specific Indemnified Events: Lists specific events, activities, or circumstances covered by the indemnification
2. Schedule of Excluded Claims: Details specific types of claims that are excluded from the indemnification
3. Schedule of Insurance Requirements: Specifies required insurance types, coverage amounts, and terms
4. Schedule of Notice Information: Contains detailed contact information for notices and claims
5. Appendix A - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix B - Claims Procedures: Detailed procedures for processing and responding to claims
Authors
Indemnifying Party
Indemnified Party
Claims
Losses
Indemnified Events
Effective Date
Term
Claim Notice
Defense Costs
Third Party Claim
Direct Claim
Liability
Business Day
Confidential Information
Force Majeure Event
Governmental Authority
Law
Material Adverse Effect
Notice
Party/Parties
Related Entities
Representatives
Damages
Defense
Settlement
Dispute
Excluded Claims
Insurance Policy
Legal Proceedings
Reasonable Costs
Claim Period
Termination Date
Applicable Law
Jurisdiction
Breach
Costs
Default
Good Faith
Intellectual Property Rights
Negligence
Professional Services
Wilful Misconduct
Scope of Indemnification
Indemnification Obligations
Claims Procedures
Notice Requirements
Defense and Settlement
Payment and Reimbursement
Insurance
Limitation of Liability
Exclusions
Duration and Survival
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Costs and Expenses
Termination
Compliance with Laws
Good Faith
Further Assurance
Notices
Construction
Professional Services
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Energy
Mining
Transportation
Insurance
Retail
Hospitality
Education
Telecommunications
Legal
Finance
Risk Management
Compliance
Operations
Project Management
Commercial
Procurement
Corporate Affairs
Insurance
Business Development
Executive Leadership
Legal Counsel
Contract Manager
Risk Manager
Compliance Officer
Chief Financial Officer
Project Manager
Operations Director
Business Development Manager
Commercial Director
Chief Executive Officer
Procurement Manager
General Counsel
Corporate Secretary
Finance Director
Insurance Manager
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