Simple Indemnity Agreement Template for United States

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Key Requirements PROMPT example:

Simple Indemnity Agreement

"I need a Simple Indemnity Agreement under California law where my software development company (TechSolutions Inc.) will be indemnified by a third-party contractor (DataServ Analytics) for any intellectual property claims arising from their work on our upcoming AI project starting March 2025."

Document background
The Simple Indemnity Agreement is a fundamental risk management tool used in U.S. business transactions where one party seeks protection against potential losses or liabilities arising from specific circumstances. This document type is commonly employed in various commercial contexts, from routine business operations to specific transactions or projects. The agreement, while following U.S. federal and state-specific legal requirements, establishes clear indemnification obligations, including the scope of protection, procedural requirements for making claims, and any limitations on the indemnitor's obligations. It's particularly valuable when parties need to allocate risk in a straightforward manner, without the complexity of more elaborate indemnification arrangements. The Simple Indemnity Agreement helps businesses and individuals manage their risk exposure while providing a clear framework for resolving potential future claims or losses.
Suggested Sections

1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)

2. Background: Explains the context and purpose of the indemnification agreement

3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', and 'Indemnified Events'

4. Scope of Indemnification: Details the specific circumstances, events, or losses covered by the indemnification

5. Indemnification Procedure: Outlines the process for making claims, providing notice, and handling defense of claims

6. Duration: Specifies how long the indemnification obligations remain in effect

7. Limitations: States any caps, exclusions, or limitations on the indemnification obligations

8. Notice Requirements: Specifies how and when notices related to claims must be given

9. Governing Law: Specifies the jurisdiction and law governing the agreement

10. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties

Optional Sections

1. Insurance Requirements: Required when the indemnitor must maintain specific insurance coverage to support the indemnification

2. Third Party Rights: Needed when the indemnification extends to or affects third parties

3. Survival: Used when certain obligations need to survive the termination of the agreement

4. Assignment: Include when transfer of indemnification rights or obligations needs to be addressed

5. Alternative Dispute Resolution: Optional section for specifying mediation or arbitration procedures

6. Subrogation Rights: Include when dealing with insurance-related indemnification or multiple parties

7. Force Majeure: Added when certain extraordinary events should excuse or modify indemnification obligations

Suggested Schedules

1. Schedule of Excluded Matters: Lists specific events, circumstances, or losses explicitly excluded from the indemnification scope

2. Schedule of Specific Indemnified Events: Details particular events or circumstances that are specifically covered by the indemnification

3. Insurance Requirements Schedule: If applicable, details the specific insurance coverage requirements including types, amounts, and carriers

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 Industries

Construction

Manufacturing

Professional Services

Technology

Healthcare

Real Estate

Financial Services

Energy

Retail

Transportation and Logistics

Insurance

Entertainment

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Business Development

Corporate Affairs

Insurance

Commercial

Procurement

Relevant Roles

General Counsel

Legal Director

Risk Manager

Compliance Officer

Contract Manager

Chief Financial Officer

Business Development Manager

Project Manager

Operations Director

Insurance Manager

Corporate Secretary

Chief Operating Officer

Legal Counsel

Commercial Director

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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