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Deed Of Indemnity And Release
"I need a Deed of Indemnity and Release for my technology company to protect our directors and officers from potential claims arising from a planned corporate restructuring scheduled for March 2025, including specific provisions for cybersecurity-related liabilities."
1. Parties: Identifies and defines all parties to the deed, including the indemnifier(s) and indemnified party(ies)
2. Background: Sets out the context and circumstances leading to the deed, including reference to any relevant underlying transactions or disputes
3. Definitions and Interpretation: Defines key terms used in the deed and establishes interpretation principles
4. Indemnity: Details the scope of the indemnity, including what losses are covered and any limitations
5. Release: Specifies the claims or rights being released and the extent of the release
6. Conditions and Limitations: Sets out any conditions precedent, subsequent, or limitations on the indemnity and release
7. Representations and Warranties: Contains statements of fact and promises made by the parties
8. Duration and Survival: Specifies how long the indemnity and release provisions remain effective
9. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
10. Execution: Formal execution blocks meeting Hong Kong deed requirements
1. Claims Procedure: Details the process for making claims under the indemnity - include when specific claim procedures need to be followed
2. Insurance: Include when there are specific insurance requirements related to the indemnity
3. Third Party Rights: Include when the indemnity or release affects third party rights under the Contract (Rights of Third Parties) Ordinance
4. Confidentiality: Include when the parties wish to keep the terms of the deed confidential
5. Further Assurance: Include when parties may need to take additional actions to give effect to the deed
6. Severability: Include when there's a risk that certain provisions might be found invalid
7. Assignment: Include when rights under the deed need to be transferable or non-transferable
1. Schedule 1 - Details of Released Claims: Detailed list or description of claims being released
2. Schedule 2 - Indemnified Matters: Specific listing of matters covered by the indemnity
3. Schedule 3 - Form of Release Notice: Template for any formal release notices required
4. Schedule 4 - Claim Notice Requirements: Detailed procedures and requirements for making claims under the indemnity
5. Appendix A - Related Agreements: Copies or details of any related agreements referenced in the deed
Authors
Business Day
Claims
Claim Notice
Confidential Information
Costs
Damages
Effective Date
Encumbrance
Group
Hong Kong
Indemnified Losses
Indemnified Party
Indemnifier
Indemnity Period
Law
Liabilities
Losses
Notice
Parties
Released Claims
Released Matters
Released Party
Releasing Party
Related Agreements
Representatives
Settlement Date
Subsidiary
Tax
Term
Territory
Third Party Claim
Transaction Documents
Working Hours
Release
Representations and Warranties
Conditions Precedent
Claims Procedure
Notice Requirements
Confidentiality
Further Assurance
Assignment
Third Party Rights
Severability
Entire Agreement
Variation
Waiver
Costs and Expenses
Notices
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Time of the Essence
Force Majeure
Survival
Remedies and Waivers
No Partnership or Agency
Execution as a Deed
Financial Services
Insurance
Banking
Real Estate
Construction
Manufacturing
Professional Services
Technology
Healthcare
Energy
Retail
Transportation and Logistics
Education
Mining and Resources
Legal
Compliance
Risk Management
Corporate Governance
Finance
Executive Leadership
Company Secretarial
Business Development
Operations
Internal Audit
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Legal Director
Risk Manager
Compliance Officer
Company Secretary
Director of Operations
Head of Legal
Corporate Lawyer
Senior Legal Counsel
Risk and Compliance Manager
Business Development Director
Chief Risk Officer
Managing Director
Board Director
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