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Indemnification Agreement
"I need an Indemnification Agreement under Indonesian law for a large-scale construction project in Jakarta, where my company (as the main contractor) needs to indemnify the project owner against any third-party claims arising from construction activities starting March 2025."
1. Parties: Identification of the Indemnifier and Indemnitee, including their legal status and authority to enter into the agreement
2. Background: Context of the agreement, relationship between parties, and basis for the indemnification obligation
3. Definitions: Key terms including 'Losses', 'Claims', 'Indemnified Events', and other relevant definitions
4. Scope of Indemnification: Detailed description of what losses, damages, and circumstances are covered by the indemnification
5. Indemnification Process: Procedures for making claims, notice requirements, and timing of indemnification payments
6. Defense of Claims: Procedures for defending third-party claims, including control of defense and settlement
7. Limitations and Exclusions: Specific limitations on liability and excluded events or damages
8. Duration: Term of the indemnification obligations and survival periods
9. Representations and Warranties: Basic representations about authority to enter agreement and validity of obligations
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum for disputes
11. Miscellaneous: Standard provisions including notices, amendments, assignment, and severability
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage to support indemnification obligations
2. Security Provisions: Used when collateral or security is required to secure the indemnification obligations
3. Cross-Indemnification: Included when both parties are providing reciprocal indemnification
4. Regulatory Compliance: Required for regulated industries or when specific regulatory requirements apply
5. Currency and Payment Terms: Necessary when dealing with international parties or specific payment mechanisms
6. Language Provision: Required when agreement is bilingual (Indonesian and English versions)
1. Schedule of Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule of Pre-Existing Claims: List of known claims or circumstances that are excluded from coverage
3. Schedule of Insurance Requirements: Detailed specifications of required insurance coverage
4. Schedule of Notice Information: Contact details and procedures for sending notices under the agreement
5. Appendix A - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix B - Power of Attorney: Standard form of power of attorney for claim handling (if required)
Authors
Affiliate
Business Day
Claim
Confidential Information
Control
Damages
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
Security Interest
Subsidiary
Term
Third Party Claim
Working Hours
Indonesian Rupiah
Applicable Law
Dispute
Defense Costs
Indemnification Obligation
Claim Notice
Settlement
Judgment
Liability
Recitals
Definitions
Scope of Indemnification
Indemnification Obligations
Exclusions
Notice Requirements
Claims Procedure
Defense of Claims
Settlement Authority
Payment Terms
Duration
Survival
Insurance Requirements
Security
Representations and Warranties
Force Majeure
Confidentiality
Assignment
Severability
Entire Agreement
Amendment
Notices
Governing Law
Dispute Resolution
Language
Costs and Expenses
Waiver
Further Assurance
Counterparts
Time of Essence
Relationship of Parties
Manufacturing
Construction
Energy and Resources
Financial Services
Technology
Infrastructure
Mining
Oil and Gas
Real Estate Development
Transportation and Logistics
Healthcare
Telecommunications
Legal
Risk Management
Finance
Compliance
Corporate Secretariat
Commercial Operations
Business Development
Project Management
Operations
Executive Leadership
Insurance
Treasury
Legal Counsel
Chief Legal Officer
Risk Manager
Chief Financial Officer
Commercial Director
Contract Manager
Compliance Officer
Corporate Secretary
Business Development Manager
Project Manager
Operations Director
Chief Executive Officer
Investment Manager
Insurance Manager
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