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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."
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
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
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
Indemnitor
Indemnitee
Claims
Losses
Damages
Indemnified Events
Excluded Events
Effective Date
Term
Notice
Defense Costs
Claim Period
Third Party
Affiliate
Business Day
Confidential Information
Force Majeure Event
Governing Law
Liability
Material Adverse Effect
Representatives
Settlement
Termination Date
Recitals
Definitions
Indemnification Obligations
Scope of Indemnity
Claims Procedure
Notice Requirements
Defense and Settlement
Limitations of Liability
Duration
Insurance
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Notices
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Construction
Manufacturing
Professional Services
Technology
Healthcare
Real Estate
Financial Services
Energy
Retail
Transportation and Logistics
Insurance
Entertainment
Legal
Risk Management
Compliance
Finance
Operations
Business Development
Corporate Affairs
Insurance
Commercial
Procurement
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
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