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Vendor Indemnification Agreement
"I need a Vendor Indemnification Agreement for a software development vendor who will be handling sensitive customer data and developing proprietary technology, with specific focus on intellectual property protection and data breach liability under Indian law."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the nature of the vendor relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Indemnification: Details the specific circumstances, losses, and claims covered by the indemnification
5. Indemnification Procedures: Outlines the process for making indemnification claims and the response timeline
6. Notice Requirements: Specifies how and when notices of claims must be provided
7. Defense and Settlement: Establishes procedures for defending against claims and settlement authority
8. Limitations of Liability: Sets caps, exclusions, and limitations on the indemnification obligations
9. Insurance Requirements: Specifies required insurance coverage and minimum limits
10. Representations and Warranties: States the parties' assertions about their authority and capabilities
11. Term and Termination: Defines the duration of the agreement and termination conditions
12. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution
13. General Provisions: Contains standard boilerplate clauses including amendments, assignments, and severability
1. Intellectual Property Indemnification: Specific provisions for IP-related claims, used when vendor provides technology or creative services
2. Data Protection and Privacy: Additional provisions for handling personal data, required when vendor processes sensitive information
3. Confidentiality: Detailed confidentiality obligations, used when significant proprietary information is shared
4. Force Majeure: Provisions for unforeseeable circumstances, important for long-term or critical vendor relationships
5. Subcontractor Obligations: Requirements for subcontractors, needed when vendor may delegate work
6. Environmental Indemnification: Specific provisions for environmental liability, relevant for manufacturing or waste management vendors
7. Product Liability: Additional provisions for product-related claims, used when vendor supplies physical goods
8. Cross-Border Provisions: Special terms for international vendors, needed for cross-border relationships
1. Schedule A - Scope of Services: Detailed description of vendor services or products covered by the indemnification
2. Schedule B - Insurance Requirements: Specific insurance types, coverage limits, and certificate requirements
3. Schedule C - Fee Schedule: Details of any fees or cost-sharing related to indemnification obligations
4. Schedule D - Notice Information: Contact details and procedures for claim notifications
5. Appendix 1 - Claim Processing Procedures: Step-by-step procedures for handling indemnification claims
6. Appendix 2 - Required Documentation: List of documents required for making or responding to claims
7. Appendix 3 - Excluded Claims: Detailed list of specific exclusions from indemnification coverage
Authors
Agreement
Applicable Law
Business Day
Claim
Confidential Information
Control
Damages
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Liabilities
Losses
Notice
Parent Company
Parties
Products
Representatives
Services
Subsidiary
Term
Territory
Third Party
Third Party Claim
Vendor Personnel
Working Hours
Material Breach
Deliverables
Dispute
Good Industry Practice
Intellectual Property Claim
Liability Cap
Performance Standards
Related Party
Settlement
Subcontractor
Interpretation
Scope of Indemnification
Exclusions from Indemnification
Notice Requirements
Defense of Claims
Settlement Authority
Cooperation
Insurance
Limitations of Liability
Representations and Warranties
Confidentiality
Intellectual Property
Payment Terms
Term and Termination
Force Majeure
Assignment
Subcontracting
Dispute Resolution
Governing Law
Jurisdiction
Notices
Waiver
Severability
Entire Agreement
Amendment
Costs and Expenses
Relationship of Parties
Third Party Rights
Counterparts
Survival
Data Protection
Compliance with Laws
Record Keeping
Audit Rights
Information Technology
Manufacturing
Healthcare
Financial Services
Retail
Construction
Professional Services
Telecommunications
Energy
Transportation
Pharmaceuticals
Food and Beverage
Electronics
Automotive
Aerospace
Legal
Procurement
Risk Management
Compliance
Finance
Operations
Supply Chain
Vendor Management
Commercial
Internal Audit
Corporate Governance
Chief Legal Officer
General Counsel
Procurement Manager
Vendor Management Specialist
Risk Management Director
Compliance Officer
Contract Manager
Legal Counsel
Supply Chain Manager
Operations Director
Chief Financial Officer
Commercial Director
Business Development Manager
Project Manager
Corporate Secretary
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