General Indemnity Agreement Template for Indonesia

The General Indemnity Agreement serves as a fundamental risk management instrument in Indonesian business transactions, providing a framework for allocating and managing potential liabilities between parties. This document is typically used when one party needs to protect another against specific risks, losses, or third-party claims, common in various commercial arrangements such as corporate guarantees, construction projects, or service agreements. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPer) and relevant commercial regulations. It becomes particularly important in complex business transactions where clear risk allocation is essential, such as project financing, corporate restructuring, or major commercial contracts. The document should be drafted in both Indonesian and English languages to comply with Law No. 24 of 2009, with provisions specifying which language prevails in case of inconsistency.

1. Parties: Identification of the Indemnitor(s) and Indemnitee(s) with complete legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification arrangement

3. Definitions: Definitions of key terms including 'Indemnified Losses', 'Claims', 'Indemnification Obligations', and other relevant terms

4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification

5. Indemnification Procedures: Process for making indemnification claims, notice requirements, and claim handling procedures

6. Defense of Claims: Procedures for defending third-party claims, including control of defense and settlement

7. Payment and Reimbursement: Terms for payment of indemnified amounts, including timing and method of payment

8. Limitations and Exclusions: Any limitations on the indemnification obligations, caps, and excluded claims

9. Duration: Term of the agreement and survival of obligations

10. Representations and Warranties: Basic representations regarding authority to enter agreement and validity of obligations

11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

12. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment