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Standard Indemnification Agreement

Standard Indemnification Agreement Template for Singapore

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Key Requirements PROMPT example:

Standard Indemnification Agreement

"I need a Standard Indemnification Agreement under Singapore law to protect my software company against potential claims arising from third-party integrations, with specific focus on data breach incidents and intellectual property infringement."

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Document background
The Standard Indemnification Agreement is commonly used in Singapore business transactions to allocate risk between parties. This document is essential when parties need to clearly define their risk allocation and protection obligations, particularly in commercial relationships involving potential liability exposure. Under Singapore law, these agreements must comply with the Civil Law Act and related legislation, making them enforceable while protecting both parties' interests. The agreement typically includes detailed provisions on scope, procedure, and limitations of the indemnification obligations.
Suggested Sections

1. Parties: Identification and details of the indemnifying and indemnified parties

2. Background: Context and purpose of the indemnification agreement

3. Definitions: Key terms used throughout the agreement including scope of indemnified losses

4. Scope of Indemnification: Detailed description of specific risks, losses, and circumstances covered by the indemnity

5. Duration: Term of the indemnification obligations and survival provisions

6. Notice Requirements: Procedures and timelines for making indemnification claims

7. Claims Process: Steps for handling claims, including defense obligations and settlement procedures

8. Payment Terms: Timeline and method for indemnification payments

9. Governing Law: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Insurance Requirements: Insurance obligations of parties, including types of coverage and minimum amounts

2. Limitation of Liability: Caps, exclusions, and limitations on indemnification obligations

3. Security Provisions: Requirements for security or collateral to support indemnification obligations

4. Third Party Claims: Specific procedures for handling claims involving third parties

5. Subrogation Rights: Rights of the indemnifying party to pursue claims against third parties

Suggested Schedules

1. Schedule 1 - Specific Indemnified Events: Detailed list of circumstances triggering indemnification obligations

2. Schedule 2 - Excluded Events: Events and circumstances specifically excluded from indemnification coverage

3. Schedule 3 - Claims Procedure: Detailed process and documentation requirements for making and handling claims

4. Schedule 4 - Insurance Specifications: Detailed requirements for insurance coverage, including types, amounts, and insurers

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Industries

Civil Law Act (Cap. 43): Primary legislation governing contract law principles in Singapore, including formation, enforcement, and remedies for breach of contract

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts and limits the extent to which civil liability can be excluded or restricted by contract terms

Limitation Act (Cap. 163): Sets time limitations for bringing claims and statutory limitations on indemnification periods

Companies Act (Cap. 50): Governs corporate authority, directors' duties, and corporate capacity to enter into indemnification agreements when parties are corporations

Securities and Futures Act: Industry-specific regulations for financial services sector that may affect indemnification terms

Contracts (Rights of Third Parties) Act: Governs the rights of third parties to enforce contractual terms, including indemnification provisions

Evidence Act: Contains provisions relating to legal professional privilege and admissibility of evidence in legal proceedings

Consumer Protection (Fair Trading) Act: Protects consumer interests and may affect indemnification terms if one party is a consumer

Common Law Principles: Precedent-based legal principles including remoteness of damage (Hadley v Baxendale) and assessment of damages

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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