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1. Parties: Identifies and defines the indemnifier and indemnitee, including their legal status and contact details
2. Background: Explains the context and purpose of the indemnity agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', etc.
4. Scope of Indemnity: Clearly defines what risks, losses, and circumstances are covered by the indemnity
5. Indemnification Obligations: Details the specific obligations of the indemnifier, including timing and process for payment
6. Limitations on Liability: Specifies any caps, exclusions, or limitations on the indemnity obligations
7. Notice Requirements: Outlines how and when the indemnitee must notify the indemnifier of claims
8. Defense of Claims: Describes the process for defending against third-party claims, including control of defense
9. Duration: Specifies how long the indemnity obligations remain in effect
10. Insurance Requirements: Details any insurance obligations related to the indemnity
11. Governing Law: Specifies the jurisdiction and applicable law
12. Dispute Resolution: Outlines the process for resolving disputes between the parties
13. General Provisions: Standard contractual provisions including assignment, amendments, and severability
1. Mutual Indemnification: Used when both parties are providing indemnification to each other
2. Environmental Indemnification: Specific provisions for environmental risks and liabilities
3. Intellectual Property Indemnification: Specific provisions for IP-related claims and infringement
4. Tax Indemnification: Used when tax-related liabilities need specific coverage
5. Employment Indemnification: For agreements covering employment-related liabilities
6. Confidentiality: When the indemnity relates to or requires protection of confidential information
7. Force Majeure: When parties want to address how extraordinary events affect indemnity obligations
8. Step-In Rights: Used when one party needs the right to take over certain obligations or operations
9. Security Provisions: When additional security (such as guarantees or bonds) is required
1. Schedule A - Scope of Covered Activities: Detailed description of activities or operations covered by the indemnity
2. Schedule B - Excluded Claims: Specific listing of claims or circumstances excluded from the indemnity
3. Schedule C - Insurance Requirements: Detailed insurance specifications including types, amounts, and terms
4. Schedule D - Notice Recipients: Contact details for formal notices under the agreement
5. Appendix 1 - Claim Procedures: Detailed procedures for making and handling claims
6. Appendix 2 - Form of Notice: Template for required notices under the agreement
Agreement
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Control
Costs
Damages
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Persons
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceeding
Related Party
Representatives
Settlement
Subsidiary
Term
Third Party
Third Party Claim
Definitions
Scope of Indemnity
Exclusions from Indemnity
Duration of Indemnity
Notice Requirements
Claims Procedures
Defense Obligations
Settlement Authority
Payment Terms
Insurance Requirements
Subrogation Rights
Limitation of Liability
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Modification
Severability
Entire Agreement
Notices
Waiver
Confidentiality
Survival
Representations and Warranties
Third Party Rights
Costs and Expenses
Termination
Currency
Construction
Manufacturing
Technology
Healthcare
Energy
Mining
Transportation
Professional Services
Real Estate
Financial Services
Insurance
Retail
Environmental Services
Infrastructure Development
Telecommunications
Legal
Risk Management
Finance
Operations
Compliance
Insurance
Commercial
Corporate Affairs
Procurement
Executive Leadership
Business Development
Project Management
Legal Counsel
Risk Manager
Chief Legal Officer
Contract Manager
Chief Financial Officer
Project Manager
Operations Director
Compliance Officer
Insurance Manager
Business Development Manager
Chief Executive Officer
Chief Operating Officer
Commercial Director
Corporate Secretary
Procurement Manager
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