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Standard Indemnity Agreement
"I need a Standard Indemnity Agreement between our tech company (as Indemnitor) and our new software distributor (as Indemnitee), specifically covering intellectual property claims and cyber security incidents, to be effective from March 1, 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 arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and other relevant terms
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification
5. Indemnification Procedures: Outlines the process for making claims, notice requirements, and handling of defense proceedings
6. Duration: Specifies the term of the indemnification obligations, including any survival provisions
7. Limitations and Exclusions: States any caps, carve-outs, or exclusions from the indemnification obligations
8. Notice Requirements: Details how and when notices of claims must be provided
9. Defense of Claims: Describes the rights and obligations regarding defense of third-party claims
10. Governing Law: Specifies the jurisdiction and choice of law governing the agreement
11. Dispute Resolution: Outlines the process for resolving disputes between the parties
12. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Insurance Requirements: Specifies required insurance coverage and terms when the agreement requires supporting insurance
2. Regulatory Compliance: Added when the indemnification relates to specific regulatory requirements or industry standards
3. Security Provisions: Used when collateral or security is required to support the indemnification obligations
4. Third Party Rights: Included when third parties have rights under the indemnification arrangement
5. Special Industry Provisions: Added for industry-specific requirements (e.g., construction, healthcare, technology)
6. Cross-Indemnification: Used when both parties are providing reciprocal indemnification
7. Step-In Rights: Included when the Indemnitee needs rights to take over certain operations or contracts
8. Subrogation Rights: Details rights of subrogation when insurance is involved
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnification
2. Schedule B - Excluded Claims: Detailed list of specifically excluded claims or circumstances
3. Schedule C - Insurance Requirements: Detailed insurance requirements including types, amounts, and specific terms
4. Schedule D - Notice Information: Contact details and procedures for providing notices
5. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix 2 - Defense Procedures: Detailed procedures for handling the defense of claims
7. Appendix 3 - Calculation of Losses: Methodology for calculating indemnifiable losses
Authors
Affiliate
Business Day
Claim
Confidential Information
Control
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Persons
Indemnified Losses
Law
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceeding
Representatives
Settlement
Term
Third Party
Third Party Claim
Transaction Documents
Definitions
Scope of Indemnification
Indemnification Obligations
Exclusions
Notice Requirements
Defense of Claims
Settlement Procedures
Limitations of Liability
Insurance Requirements
Subrogation Rights
Duration and Survival
Payment Terms
Cooperation
Confidentiality
Assignment
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Construction
Manufacturing
Financial Services
Technology
Healthcare
Real Estate
Energy
Transportation
Professional Services
Insurance
Retail
Telecommunications
Agriculture
Mining
Entertainment
Legal
Risk Management
Finance
Compliance
Operations
Corporate Affairs
Business Development
Insurance
Executive Leadership
Commercial Operations
Project Management
General Counsel
Legal Director
Risk Manager
Chief Financial Officer
Chief Executive Officer
Contract Manager
Compliance Officer
Corporate Secretary
Business Development Manager
Project Manager
Operations Director
Insurance Manager
Chief Risk Officer
Legal Counsel
Commercial Director
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