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Contractor Indemnification Agreement
"I need a Contractor Indemnification Agreement for my software development company based in California, protecting us against potential data breaches and intellectual property claims from our offshore development contractors starting March 2025."
1. Parties: Identification of the indemnitor and indemnitee with full legal names and addresses
2. Background: Context of the relationship and reason for indemnification
3. Definitions: Key terms used throughout the agreement including 'Claims', 'Losses', 'Indemnified Parties'
4. Scope of Indemnification: Specific circumstances and types of losses covered by the indemnification
5. Procedure for Claims: Process for notification and handling of indemnification claims
6. Duration: Term of the indemnification obligations
7. Governing Law: Applicable jurisdiction and choice of law
1. Insurance Requirements: Specific insurance coverage requirements and minimum coverage amounts
2. Limitation of Liability: Caps or restrictions on indemnification obligations
3. Third Party Claims: Specific provisions for handling third party claims and related procedures
1. Schedule A - Specific Indemnified Events: Detailed list of specific circumstances covered by indemnification
2. Schedule B - Insurance Requirements: Detailed insurance requirements including types and amounts of coverage
3. Schedule C - Excluded Claims: List of specific claims or circumstances excluded from indemnification
Authors
Indemnitor
Indemnitee
Claims
Losses
Indemnified Parties
Effective Date
Services
Work Product
Confidential Information
Term
Force Majeure
Intellectual Property Rights
Material Breach
Notice
Representatives
Liability
Defense Costs
Third Party Claims
Governing Law
Indemnification Obligations
Insurance Coverage
Damages
Affiliate
Business Day
Contractor Personnel
Deliverables
Project
Scope of Work
Termination Date
Defense Obligations
Insurance Requirements
Notice of Claims
Claim Procedures
Limitation of Liability
Duration of Indemnification
Exceptions and Exclusions
Cooperation
Subrogation
Warranties and Representations
Force Majeure
Confidentiality
Intellectual Property
Assignment
Severability
Governing Law
Dispute Resolution
Entire Agreement
Amendment and Modification
Waiver
Survival
Third Party Rights
Notice Requirements
Counterparts
Authority to Execute
Cost Allocation
Recovery of Expenses
Insurance Procurement
Termination
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