Indemnification Contract for the Netherlands
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Indemnification Contract
"I need an Indemnification Contract under Dutch law for our technology company (as Indemnitor) to protect a major client's intellectual property and data assets during a software implementation project starting March 2025, with specific coverage for cybersecurity incidents and data breaches."
Your data doesn't train Genie's AI
You keep IP ownership of your information
1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified), including their legal details and representatives
2. Background: Explains the context and purpose of the indemnification agreement, including the underlying relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events', and other relevant terms
4. Scope of Indemnification: Clearly defines what events, losses, or circumstances are covered by the indemnification obligation
5. Indemnification Obligations: Details the specific obligations of the Indemnitor, including financial responsibilities and duty to defend
6. Procedure for Claims: Outlines the process for making and handling indemnification claims, including notice requirements and timeframes
7. Limitations and Exclusions: Specifies any caps on liability, excluded events, or circumstances where indemnification doesn't apply
8. Duration: Specifies how long the indemnification obligations remain in effect
9. Governing Law and Jurisdiction: Confirms Dutch law as governing law and specifies jurisdiction for dispute resolution
10. Signatures: Execution block for parties to sign and date the agreement
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage to support indemnification obligations
2. Third Party Rights: Needed when the indemnification extends to affiliates, directors, officers, or other related parties
3. Security Provisions: Include when additional security (such as bank guarantees or escrow arrangements) is required to secure the indemnification obligations
4. Subrogation Rights: Include when dealing with insurance-related matters or specific rights of recovery
5. Alternative Dispute Resolution: Optional section for specifying mediation or arbitration procedures before court litigation
6. Force Majeure: Include when certain extraordinary events should affect indemnification obligations
7. Confidentiality: Required when the indemnification relates to sensitive information or trade secrets
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule 2 - Calculation of Losses: Methodology for calculating losses and damages under the agreement
3. Schedule 3 - Claims Procedure: Detailed step-by-step process for making and handling claims
4. Schedule 4 - Insurance Requirements: Specific insurance types, coverage amounts, and requirements
5. Appendix A - Notice Requirements: Forms and templates for required notices under the agreement
6. Appendix B - Related Agreements: List of other agreements referenced or relevant to the indemnification obligations
Authors
Affiliate
Business Day
Claim
Commencement Date
Confidential Information
Control
Damages
Defense Costs
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Persons
Intellectual Property Rights
Law
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Person
Proceedings
Related Persons
Representatives
Settlement
Subsidiary
Term
Third Party Claim
Breach
Claim Notice
Defense
Direct Damages
Excluded Claims
Indirect Damages
Insolvency Event
Judgment
Consequential Loss
Maximum Liability Cap
Permitted Purpose
Professional Advisers
Relevant Period
Termination Date
Working Hours
Interpretation
Scope of Indemnification
Indemnification Obligations
Exclusions from Indemnification
Notice Requirements
Defense of Claims
Settlement Procedures
Payment Obligations
Insurance Requirements
Subrogation Rights
Limitation of Liability
Duration and Survival
Force Majeure
Confidentiality
Assignment
Third Party Rights
Security and Collateral
Representations and Warranties
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Notices
Costs and Expenses
Waiver
Counterparts
Further Assurance
Financial Services
Technology
Manufacturing
Construction
Healthcare
Professional Services
Energy
Real Estate
Transportation
Insurance
Telecommunications
Retail
Pharmaceuticals
Mining and Natural Resources
Legal
Compliance
Risk Management
Finance
Corporate Governance
Operations
Business Development
Commercial
Insurance
Corporate Affairs
Chief Legal Officer
General Counsel
Legal Director
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Corporate Secretary
Business Development Director
Chief Executive Officer
Insurance Manager
Operations Director
Project Manager
Commercial Director
Chief Risk Officer
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