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Basic Simple Indemnity Form
"I need a Basic Simple Indemnity Form for my software development company to protect against potential intellectual property claims when providing consulting services to a large healthcare provider, with the agreement to take effect from March 1, 2025."
1. Parties: Identifies and defines the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified)
2. Background: Brief context explaining the purpose and circumstances requiring the indemnity
3. Definitions: Defines key terms including 'Loss', 'Claims', 'Indemnified Events' and other relevant terms
4. Scope of Indemnity: Clearly outlines what events, losses, or circumstances are covered by the indemnity
5. Indemnification Process: Details the procedure for making claims and how the indemnification will be carried out
6. Notice Requirements: Specifies how and when the Indemnitee must notify the Indemnitor of claims
7. Duration: Specifies how long the indemnity obligations remain in effect
8. Governing Law: Specifies which state's laws govern the agreement
9. Execution: Signature blocks and execution requirements
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage
2. Defense Obligations: Used when the Indemnitor will take on the defense of claims against the Indemnitee
3. Limitations of Liability: Added when parties agree to cap indemnification amounts or exclude certain types of damages
4. Survival: Used when certain obligations need to survive the termination of the agreement
5. Third Party Claims: Added when specifically addressing how third party claims will be handled
6. Subrogation Rights: Included when addressing the Indemnitor's rights to pursue claims against third parties
7. Security Provisions: Used when collateral or security is required to back the indemnity obligations
1. Schedule of Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule of Excluded Events: List of specific exclusions from the indemnity coverage
3. Schedule of Insurance Requirements: Detailed specifications of required insurance coverage
4. Appendix A - Claim Notice Form: Standard form for submitting indemnification claims
Authors
Claim
Effective Date
Indemnified Party
Indemnifying Party
Indemnified Events
Losses
Damages
Liability
Third Party
Notice
Term
Confidential Information
Affiliate
Business Day
Force Majeure
Governing Law
Legal Proceedings
Material Adverse Effect
Breach
Defense Costs
Settlement
Judgment
Representatives
Reasonable Efforts
Recitals
Definitions
Scope of Indemnity
Notice Requirements
Claims Procedure
Payment Terms
Duration
Insurance Requirements
Defense and Settlement
Limitations of Liability
Representations and Warranties
Force Majeure
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Amendment
Waiver
Notices
Counterparts
Third-Party Rights
Costs and Expenses
Survival
Construction
Real Estate
Manufacturing
Financial Services
Technology
Healthcare
Professional Services
Retail
Energy
Transportation
Insurance
Education
Non-profit Organizations
Entertainment
Hospitality
Legal
Compliance
Risk Management
Finance
Operations
Business Development
Procurement
Executive Leadership
Corporate Governance
Insurance
Contract Administration
Legal Counsel
Contract Manager
Risk Manager
Compliance Officer
Business Development Manager
Chief Financial Officer
Chief Legal Officer
Operations Manager
Project Manager
Corporate Secretary
Insurance Manager
Procurement Manager
General Counsel
Chief Executive Officer
Chief Operating Officer
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