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1. Parties: Identification of the Indemnifier, Indemnitee, and any other relevant parties including the primary debtor if different from the indemnifier
2. Background: Context of the loan arrangement, relationship between parties, and purpose of the indemnity
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Scope of Indemnity: Detailed description of the indemnity obligations, including specific losses, liabilities, and circumstances covered
5. Loan Details: Reference to the underlying loan agreement, amount, interest rate, and repayment terms
6. Indemnity Trigger Events: Specific events or circumstances that trigger the indemnity obligations
7. Payment Terms: Timing and method of indemnity payments, including any notice requirements
8. Duration of Indemnity: Term of the indemnity obligation and any survival provisions
9. Representations and Warranties: Standard representations by the indemnifier regarding capacity and authority
10. Covenants: Ongoing obligations of the indemnifier, including financial reporting if required
11. Default and Remedies: Events of default and available remedies for the indemnitee
12. Notices: Process and contact details for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
14. Boilerplate Provisions: Standard contract clauses including amendments, waiver, severability, and entire agreement
1. Security Provisions: Required when the indemnity is secured by specific assets or guarantees
2. Step-In Rights: Included when the indemnitee needs rights to take over certain obligations or contracts
3. Tax Provisions: Detailed tax-related provisions when the indemnity may have significant tax implications
4. Currency Provisions: Required when the loan and indemnity involve multiple currencies
5. Assignment and Transfer: Detailed provisions when parties need specific rights to transfer their rights or obligations
6. Force Majeure: Included when specific events beyond party control need to be addressed
7. Costs and Expenses: Detailed provisions on transaction costs when these are significant or disputed
1. Schedule 1 - Loan Agreement Details: Copy or key details of the underlying loan agreement
2. Schedule 2 - Secured Assets: List and description of any assets securing the indemnity obligation
3. Schedule 3 - Form of Demand: Standard form for making indemnity claims
4. Schedule 4 - Payment Details: Bank account and payment processing information
5. Schedule 5 - Contact Information: Detailed contact information for all parties and authorized representatives
6. Appendix A - Supporting Documents: Copies of relevant corporate authorizations and supporting documents
7. Appendix B - Calculation Methodology: If applicable, detailed methodology for calculating indemnity amounts
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