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1. Parties: Identifies and defines all parties to the indemnity contract, including the indemnifier and the indemnified party
2. Background: Sets out the context and circumstances leading to the indemnity arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Indemnity: Clearly defines the events, losses, or circumstances covered by the indemnity
5. Indemnification Process: Details the procedure for making claims under the indemnity, including notice requirements and timing
6. Limitations and Exclusions: Specifies any limitations on the indemnity coverage and explicitly stated exclusions
7. Duration: Specifies the term of the indemnity and any survival provisions
8. Payment Terms: Sets out the timing and method of payment for valid indemnity claims
9. Representations and Warranties: Contains basic representations and warranties from both parties
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and establishes jurisdiction for disputes
11. Execution: Formal execution block for signing by all parties
1. Security: Include when additional security (such as a bank guarantee or parent company guarantee) is required to support the indemnity
2. Insurance: Include when specific insurance requirements are imposed on either party
3. Claim Verification: Include for complex arrangements requiring detailed procedures for verifying and documenting claims
4. Third Party Rights: Include when third parties are intended to benefit from or be affected by the indemnity
5. Dispute Resolution: Include when specific dispute resolution procedures (beyond court jurisdiction) are required
6. Confidentiality: Include when the indemnity relates to sensitive matters or confidential information
7. Force Majeure: Include when certain extraordinary events should excuse performance of the indemnity obligations
8. Assignment: Include when transfer rights need to be specifically addressed
1. Scope of Covered Losses: Detailed itemization of specific losses or events covered by the indemnity
2. Claim Form Template: Standard form for submitting indemnity claims
3. Contact Details: List of key contacts and notice addresses for both parties
4. Supporting Documents: List of required supporting documentation for claims
5. Calculation Methodology: Detailed methodology for calculating indemnified amounts where complex calculations are involved
6. Security Documents: Copies or forms of any required security documents
Business Day
Claim
Claim Notice
Covered Losses
Dispute
Effective Date
Excluded Losses
Force Majeure Event
Governmental Authority
Hong Kong
Indemnified Party
Indemnifier
Indemnified Person
Indemnity Period
Losses
Material Adverse Effect
Notice
Payment Date
Related Persons
Representatives
Security
Specified Events
Supporting Documentation
Term
Third Party Claim
Threshold Amount
Working Hours
Definitions
Interpretation
Scope of Indemnity
Indemnification Obligations
Claims Procedure
Payment Terms
Limitations and Exclusions
Representations and Warranties
Security Provisions
Insurance Requirements
Notice Requirements
Confidentiality
Force Majeure
Assignment and Transfer
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs and Expenses
Counterparts
Time of Essence
Further Assurance
Waiver
Survival
Financial Services
Insurance
Banking
Construction
Manufacturing
Technology
Healthcare
Real Estate
Energy
Transportation
Professional Services
Retail
Telecommunications
Legal
Finance
Risk Management
Compliance
Commercial
Treasury
Insurance
Corporate Secretarial
Executive Management
Project Management
General Counsel
Legal Director
Contract Manager
Risk Manager
Chief Financial Officer
Company Secretary
Compliance Officer
Commercial Director
Chief Executive Officer
Project Manager
Insurance Manager
Treasury Manager
Legal Counsel
Finance Director
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