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Indemnity Service Agreement
"I need an Indemnity Service Agreement for my IT consulting company providing cloud migration services to an Indonesian state-owned enterprise, with specific focus on data protection and cyber security risks, starting March 2025."
1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between the parties, and general purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Scope of Services: Detailed description of the services to be provided, including any service levels or performance standards
5. Service Provider's Obligations: Key responsibilities and commitments of the service provider in delivering the services
6. Client's Obligations: Key responsibilities and commitments of the client, including cooperation and access requirements
7. Fees and Payment: Payment terms, fee structure, invoicing procedures, and payment timeline
8. Indemnification: Detailed indemnification provisions, including scope, limitations, and procedures for making claims
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Force Majeure: Provisions for handling events beyond parties' reasonable control
12. Governing Law and Dispute Resolution: Choice of law and procedures for resolving disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Insurance: Requirements for insurance coverage, applicable when specific insurance policies need to be maintained
2. Intellectual Property: IP rights and licenses, needed when services involve creation or use of intellectual property
3. Data Protection: Data handling and privacy obligations, required when personal data processing is involved
4. Anti-Corruption: Anti-bribery and corruption provisions, particularly important for international services or government-related work
5. Service Levels: Detailed performance metrics and remedies, needed for technical or measurable services
6. Transition Services: Procedures for handover at termination, important for complex or critical services
7. Subcontracting: Terms governing use of subcontractors, needed if subcontracting is permitted
8. Change Control: Procedures for managing changes to services or terms, useful for long-term or complex arrangements
1. Schedule 1 - Service Description: Detailed technical specifications of the services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and related penalties/bonuses
4. Schedule 4 - Key Personnel: List of key personnel from both parties responsible for service delivery and management
5. Schedule 5 - Form of Change Order: Template for documenting and approving changes to services
6. Appendix A - Insurance Requirements: Specific insurance types and coverage levels required
7. Appendix B - Claim Procedures: Detailed procedures for making and processing indemnification claims
8. Appendix C - Contact Details: Contact information for key personnel and notices
Authors
Applicable Law
Business Day
Claim
Client
Confidential Information
Commencement Date
Deliverables
Effective Date
Force Majeure Event
Fees
Good Industry Practice
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Notice
Payment Terms
Performance Standards
Personal Data
Representatives
Services
Service Levels
Service Provider
Service Location
Service Period
Specifications
Subcontractor
Term
Territory
Third Party
Working Hours
Change Order
Completion Date
Dispute
Emergency
Governmental Authority
Indemnified Claims
Insurance Requirements
Local Requirements
Performance Metrics
Quality Standards
Related Entities
Response Time
Service Credits
Service Failure
Termination Date
Transition Period
Payment
Indemnification
Liability
Insurance
Force Majeure
Confidentiality
Term and Termination
Representations and Warranties
Intellectual Property
Data Protection
Service Levels
Performance Standards
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notices
Amendment
Entire Agreement
Severability
Force Majeure
Anti-Corruption
Compliance with Laws
Personnel
Health and Safety
Records and Audit
Change Control
Transition Services
Non-Solicitation
Language Requirements
Currency and Payment Terms
Tax
Business Continuity
Environmental Compliance
Quality Assurance
Risk Allocation
Reporting Requirements
Service Location
Emergency Procedures
Exit Management
Information Technology
Professional Services
Manufacturing
Construction
Energy
Healthcare
Financial Services
Telecommunications
Logistics
Mining
Oil and Gas
Consulting
Legal
Procurement
Risk Management
Operations
Finance
Commercial
Compliance
Business Development
Project Management
Contract Administration
Legal Counsel
Contract Manager
Risk Manager
Procurement Manager
Operations Director
Chief Financial Officer
Commercial Director
Business Development Manager
Project Manager
Compliance Officer
General Manager
Chief Executive Officer
Chief Operating Officer
Service Delivery Manager
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