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Indemnity Agreement Form
"I need an Indemnity Agreement Form under Belgian law for a technology services contract between our company (a software provider) and a major financial institution, where we need to indemnify them against any intellectual property claims arising from the use of our software, with the agreement to take effect from March 1, 2025."
1. Parties: Identification and details of the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Context of the agreement, relationship between parties, and circumstances necessitating the indemnification
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'
4. Scope of Indemnification: Detailed description of what losses, damages, and circumstances are covered by the indemnification
5. Indemnification Process: Procedures for making claims, notice requirements, and handling of claims
6. Limitations on Indemnification: Caps, exclusions, and temporal limitations on the indemnification obligations
7. Defense of Claims: Procedures for defending against third-party claims and allocation of defense costs
8. Payment and Reimbursement: Terms for payment of indemnified amounts and handling of reimbursements
9. Duration: Term of the indemnification obligations and survival periods
10. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Insurance Requirements: Used when parties must maintain specific insurance coverage to support indemnification obligations
2. Security for Indemnification: Include when collateral or security is required to secure the indemnification obligations
3. Third Party Rights: Needed when indemnification extends to affiliated parties or specific third parties
4. Tax Implications: Include when indemnification payments may have significant tax consequences
5. Force Majeure: Used when certain extraordinary events should affect indemnification obligations
6. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration before court proceedings
7. Subrogation Rights: Used when addressing rights of insurers or third parties to step into the shoes of the indemnified party
8. Cross-Indemnification: Include when both parties are providing mutual indemnification obligations
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, circumstances, or losses covered by the indemnification
2. Schedule 2 - Claim Notice Requirements: Detailed procedures and requirements for submitting indemnification claims
3. Schedule 3 - Calculation of Losses: Methodology for calculating indemnifiable losses and damages
4. Schedule 4 - Excluded Claims: Specific exclusions from the scope of indemnification
5. Appendix A - Form of Claim Notice: Standard template for submitting indemnification claims
6. Appendix B - Contact Information: Designated contacts and addresses for notices related to indemnification claims
Authors
Affiliate
Business Day
Claim
Claim Notice
Confidential Information
Control
Damages
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Indemnification Period
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Person
Proceeding
Related Party
Representatives
Settlement
Survival Period
Term
Third Party Claim
Third Party Rights
Breach
Direct Losses
Indirect Losses
Consequential Losses
Insurance Policy
Legal Requirements
Judgment
Dispute
Claim Period
Defense
Encumbrance
Jurisdiction
Limitation Period
Security Interest
Termination Date
Working Hours
Recitals
Definitions
Interpretation
Scope of Indemnification
Indemnification Obligations
Exclusions from Indemnification
Notice Requirements
Claims Procedure
Defense of Claims
Settlement of Claims
Payment Terms
Limitations of Liability
Insurance Requirements
Representations and Warranties
Confidentiality
Force Majeure
Duration and Survival
Termination
Assignment
Waiver
Severability
Entire Agreement
Amendment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Costs and Expenses
Counterparts
Language
Time of Essence
Further Assurance
Compliance with Laws
Data Protection
Anti-corruption
Subrogation Rights
Financial Services
Insurance
Manufacturing
Construction
Technology
Healthcare
Real Estate
Energy
Transportation
Professional Services
Retail
Telecommunications
Environmental Services
Mining and Resources
Agriculture
Legal
Risk Management
Compliance
Finance
Operations
Corporate Affairs
Business Development
Project Management
Insurance
Treasury
Commercial
Procurement
Corporate Governance
Mergers & Acquisitions
Internal Audit
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Chief Legal Officer
Chief Financial Officer
Business Development Manager
Project Manager
Operations Director
Insurance Manager
Corporate Secretary
General Counsel
Finance Director
Commercial Director
Chief Risk Officer
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