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1. Parties: Identification and details of all parties to the agreement, including their legal status and addresses
2. Background: Context of the agreement, relationship between parties, and circumstances leading to the indemnity and waiver
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Indemnity: Detailed description of what is covered under the indemnity, including specific events, losses, or circumstances
5. Waiver Provisions: Explicit waiver clauses specifying rights, claims, or remedies being waived
6. Indemnification Process: Procedures for making indemnity claims, notice requirements, and response timelines
7. Limitations and Exceptions: Specific exclusions, limitations on liability, and circumstances where indemnity/waiver doesn't apply
8. Duration and Survival: Term of the agreement and which provisions survive termination
9. Representations and Warranties: Statements of fact and promises made by each party
10. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes
11. Dispute Resolution: Process for resolving disputes, including mediation or arbitration procedures
12. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement
1. Insurance Requirements: Details of insurance coverage required to support the indemnity obligations
2. Regulatory Compliance: Specific provisions relating to applicable regulatory requirements, used when the indemnity relates to regulated activities
3. Third Party Rights: Provisions regarding rights of third parties under the agreement, particularly relevant when third party beneficiaries are involved
4. Security Provisions: Requirements for security or collateral to support indemnity obligations, used in high-value indemnities
5. Confidentiality: Provisions regarding confidential information, used when sensitive information is involved in the indemnified activities
6. Force Majeure: Provisions addressing extraordinary events affecting performance, used in long-term indemnity arrangements
7. Step-In Rights: Rights of the indemnified party to take control of certain situations, used in complex commercial arrangements
1. Schedule of Indemnified Matters: Detailed list and description of specific matters, activities, or risks covered by the indemnity
2. Schedule of Excluded Claims: Specific list of claims or circumstances explicitly excluded from the indemnity/waiver
3. Schedule of Insurance Requirements: Detailed insurance requirements including types of coverage, limits, and special conditions
4. Schedule of Pre-Existing Claims: List of known claims or circumstances that existed before the agreement
5. Schedule of Related Agreements: List of other agreements referenced or affected by the indemnity and waiver
6. Schedule of Authorized Representatives: List of persons authorized to act under the agreement, particularly for claim notifications
Agreement
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Consequential Loss
Direct Loss
Effective Date
Force Majeure Event
Indemnified Party
Indemnifier
Indemnified Matters
Indemnity Period
Intellectual Property Rights
Liability
Loss
Material Adverse Effect
Notice
Parties
Related Party
Representatives
Specified Rights
Term
Territory
Third Party
Third Party Claim
Waived Claims
Waiver Period
Working Hours
Waiver
Liability Limitation
Force Majeure
Confidentiality
Notice Requirements
Dispute Resolution
Governing Law
Severability
Assignment
Third Party Rights
Amendment
Entire Agreement
Representations and Warranties
Duration and Survival
Insurance
Compliance with Laws
Claims Procedure
Exclusions
Security
Notices
Costs and Expenses
Further Assurance
Counterparts
Authority
Time Limits
Termination
Interpretation
No Partnership
Remedies
Construction
Manufacturing
Information Technology
Healthcare
Financial Services
Real Estate
Energy and Utilities
Transportation and Logistics
Professional Services
Insurance
Entertainment and Events
Education
Retail
Pharmaceuticals
Mining and Resources
Legal
Risk Management
Compliance
Operations
Finance
Commercial
Procurement
Corporate Governance
Business Development
Insurance
Contract Administration
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Project Manager
Business Development Manager
Operations Director
Chief Financial Officer
Chief Legal Officer
Insurance Manager
Commercial Director
Procurement Manager
Company Secretary
General Manager
Chief Risk Officer
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