Standard Indemnification Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Standard Indemnification Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Standard Indemnification Agreement

"I need a Standard Indemnification Agreement for my software development company to protect against intellectual property claims when providing services to enterprise clients, with specific provisions for source code protection and third-party technology integration."

Document background
The Standard Indemnification Agreement is a crucial legal instrument used in various business contexts within the United States legal framework. It is typically employed when one party needs to protect another against specific risks, losses, or legal claims that might arise from defined circumstances or business relationships. This document becomes particularly important in corporate transactions, service arrangements, or business partnerships where risk allocation is a key consideration. The agreement must comply with both federal and state-specific requirements, including any applicable anti-indemnity statutes or public policy limitations. It addresses essential elements such as the scope of indemnification, claim procedures, payment obligations, and enforcement mechanisms, while often incorporating industry-specific provisions based on the parties' needs.
Suggested Sections

1. Parties: Identifies and defines the Indemnitor and Indemnitee, including their legal status and contact details

2. Background: Sets forth the context and purpose of the indemnification agreement, including the relationship between the parties

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

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

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

6. Payment and Reimbursement: Specifies timing and method of payments, including advancement of expenses if applicable

7. Limitations and Exclusions: Sets forth any caps, carve-outs, or exclusions from the indemnification obligations

8. Duration: Establishes the term of the agreement and survival of obligations

9. Representations and Warranties: Contains basic representations regarding authority to enter agreement and validity of obligations

10. General Provisions: Standard boilerplate provisions including notices, amendment, assignment, governing law, etc.

Optional Sections

1. Insurance Requirements: Required when the agreement includes obligations to maintain specific insurance coverage

2. Third Party Rights: Included when third parties are intended beneficiaries of the indemnification

3. Security for Indemnification: Used when collateral or security is required to support indemnification obligations

4. Special Industry Provisions: Added for industry-specific requirements (e.g., environmental, healthcare, construction)

5. Cross-Indemnification: Included when parties are providing mutual indemnification

6. Dispute Resolution: Optional detailed procedures for resolving disputes, including mediation or arbitration

7. Contribution: Added when addressing allocation of liability among multiple parties

Suggested Schedules

1. Schedule A - Specific Indemnified Events: Detailed list of specific events, circumstances, or matters covered by the indemnification

2. Schedule B - Excluded Claims: Enumeration of specific exclusions from the scope of indemnification

3. Schedule C - Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms

4. Appendix 1 - Notice Requirements: Detailed procedures and contact information for providing notices under the agreement

5. Appendix 2 - Claim Procedures: Step-by-step procedures for processing and handling indemnification claims

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

Financial Services

Technology

Manufacturing

Healthcare

Construction

Professional Services

Real Estate

Energy

Retail

Transportation

Education

Insurance

Telecommunications

Relevant Teams

Legal

Risk Management

Compliance

Finance

Executive Leadership

Procurement

Operations

Business Development

Corporate Governance

Insurance

Relevant Roles

General Counsel

Legal Director

Corporate Attorney

Risk Manager

Compliance Officer

Chief Financial Officer

Chief Executive Officer

Contract Manager

Business Development Director

Operations Director

Corporate Secretary

Chief Risk Officer

Insurance Manager

Vice President of Legal Affairs

Procurement Manager

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

Find the exact document you need

Director And Officer Indemnification Agreement

A US-governed agreement providing indemnification protection for corporate directors and officers, defining terms for liability coverage and expense advancement in accordance with federal and state laws.

find out more

Indemnity & Undertaking Agreement

A US law-governed agreement establishing indemnification obligations and specific undertakings between parties, including risk allocation and compliance procedures.

find out more

Simple Indemnification Agreement

A U.S.-governed agreement establishing one party's obligation to protect and compensate another party against specified losses or liabilities.

find out more

Standard Indemnification Agreement

A U.S.-governed agreement establishing indemnification obligations between parties, defining protection scope, claim procedures, and liability limitations.

find out more

Contract Of Indemnity And Guarantee

A U.S.-governed legal agreement combining guarantee and indemnity obligations, providing financial security and risk protection in commercial transactions.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.