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Contractor Indemnification Agreement
"I need a Contractor Indemnification Agreement for our IT consultancy firm, protecting us against software development contractors who will have access to our proprietary code and client data starting March 2025."
1. Parties: Identification of the indemnifying party (contractor) and the indemnified party
2. Background: Context of the contractor relationship and purpose of the indemnification agreement
3. Definitions: Key terms used throughout the agreement including 'Indemnified Parties', 'Claims', 'Losses', etc.
4. Scope of Services: Description of the contractor's services that are subject to the indemnification
5. Indemnification Obligations: Detailed provisions of what the contractor agrees to indemnify against
6. Exclusions from Indemnification: Specific circumstances or types of losses that are excluded from the indemnification
7. Notice Requirements: Procedures for notifying the indemnifying party of claims
8. Claims Procedures: Process for handling and defending claims
9. Insurance Requirements: Mandatory insurance coverage to be maintained by the contractor
10. Term and Survival: Duration of the agreement and which provisions survive termination
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, entire agreement, etc.
1. Multiple Contractor Provisions: Required when multiple contractors are jointly providing services and sharing indemnification obligations
2. Specific Industry Compliance: Needed when the services are in regulated industries requiring specific compliance measures
3. Cross-Indemnification: Used when both parties are providing reciprocal indemnification
4. Security Provisions: Required when contractor needs to post security or bond for indemnification obligations
5. Intellectual Property Indemnification: Specific provisions for IP-related claims when services involve IP creation or usage
6. Environmental Indemnification: Required for services that may have environmental implications
7. Data Protection Provisions: Needed when services involve handling personal or sensitive data
1. Schedule 1 - Scope of Services: Detailed description of contractor's services and responsibilities
2. Schedule 2 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
3. Schedule 3 - Indemnified Parties: List of additional parties covered by the indemnification (e.g., affiliates, directors, employees)
4. Schedule 4 - Claim Procedures: Detailed procedures for claim notification, handling, and defense
5. Appendix A - Form of Notice: Template for claim notifications
6. Appendix B - Insurance Certificates: Copies of required insurance certificates
Authors
Applicable Laws
Claim
Commencement Date
Company
Company Group
Confidential Information
Contractor
Contractor Personnel
Damages
Effective Date
Force Majeure Event
Good Industry Practice
Indemnified Parties
Indemnified Claims
Intellectual Property Rights
Insurance Policies
Losses
Material Breach
Notice
Personal Data
Professional Services
Project
Related Persons
Representatives
Schedule
Services
Scope of Work
Term
Third Party
Third Party Claim
Working Day
Definitions
Scope of Services
Contractor Obligations
Term and Termination
Indemnification
Limitations of Liability
Insurance Requirements
Claims Procedure
Notice Requirements
Defense of Claims
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Assignment and Subcontracting
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Notices
Third Party Rights
Costs and Expenses
Counterparts
Compliance with Laws
Representations and Warranties
Non-Competition
Non-Solicitation
Record Keeping
Audit Rights
Survival
Construction
Information Technology
Professional Services
Manufacturing
Financial Services
Healthcare
Real Estate
Engineering
Consulting
Media and Entertainment
Telecommunications
Energy and Utilities
Legal
Procurement
Risk Management
Human Resources
Operations
Compliance
Finance
Business Development
Vendor Management
Corporate Affairs
Legal Counsel
Procurement Manager
Risk Manager
Contract Administrator
Project Manager
Human Resources Director
Operations Manager
Compliance Officer
Chief Financial Officer
General Counsel
Business Development Manager
Vendor Relations Manager
Chief Operating Officer
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