Indemnity Declaration for the Netherlands

Indemnity Declaration Template for Netherlands

An Indemnity Declaration under Dutch law is a formal legal document where one party (the indemnifier) commits to compensate or protect another party (the beneficiary) against specified losses, damages, or liabilities. This document, governed by the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, establishes a legally binding commitment to assume certain risks and financial responsibilities. It must comply with Dutch legal requirements regarding form, content, and execution, while adhering to principles of reasonableness and fairness (redelijkheid en billijkheid) that are fundamental to Dutch contract law.

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What is a Indemnity Declaration?

The Indemnity Declaration serves as a crucial risk management tool in various business and personal contexts under Dutch law. This document is commonly used in corporate transactions, professional appointments, or specific business arrangements where one party needs to provide financial protection to another against potential losses or liabilities. The declaration typically specifies the scope of indemnification, conditions for claims, and any limitations or exclusions. Under Dutch law, such declarations must be carefully drafted to ensure enforceability and compliance with the Dutch Civil Code, particularly regarding liability limitations and general principles of reasonableness. The document is especially relevant in scenarios involving corporate restructuring, director appointments, professional services, or specific business transactions where risk allocation needs to be clearly documented and legally binding.

What sections should be included in a Indemnity Declaration?

1. Declaration Date: The date on which the indemnity declaration is made

2. Parties: Identification of the party making the declaration (indemnifier) and the party receiving the benefit of the indemnity (beneficiary)

3. Background: Brief context explaining the circumstances leading to the indemnity declaration

4. Definitions: Key terms used in the declaration that require precise definition

5. Scope of Indemnification: Clear description of what losses, damages, or claims are covered by the indemnity

6. Terms of Indemnification: The specific conditions under which the indemnification applies and how claims should be made

7. Declarations and Warranties: Statements confirming the indemnifier's authority and capacity to make the declaration

8. Governing Law: Confirmation that Dutch law governs the declaration

9. Signature: Execution block for the indemnifier to sign

What sections are optional to include in a Indemnity Declaration?

1. Duration: Specific time period for which the indemnity remains valid, if not indefinite

2. Territorial Scope: Geographic limitations of the indemnity, if applicable

3. Insurance Requirements: Details of any insurance policies required to support the indemnity

4. Claim Notification Procedure: Detailed process for how and when claims must be notified

5. Limitations and Exclusions: Specific exclusions or monetary caps on the indemnity obligation

6. Assignment: Whether and how the rights under the declaration can be assigned

7. Dispute Resolution: Specific procedures for handling disputes, if different from standard court proceedings

What schedules should be included in a Indemnity Declaration?

1. Schedule 1 - Specific Claims or Losses: Detailed list of specific claims or losses covered by the indemnity, if applicable

2. Schedule 2 - Related Agreements: List of any related agreements or documents referenced in the declaration

3. Schedule 3 - Supporting Documents: Copies of relevant supporting documentation (e.g., board resolutions, powers of attorney)

4. Appendix A - Claim Form Template: Standard form for making claims under the indemnity, if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Declaration Form

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Construction

Technology

Healthcare

Real Estate

Energy

Transportation

Professional Services

Retail

Insurance

Telecommunications

Mining and Resources

Education

Agriculture

Relevant Teams

Legal

Finance

Risk Management

Compliance

Corporate Secretariat

Executive Management

Operations

Business Development

Project Management

Contract Management

Treasury

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Risk Manager

Compliance Officer

Corporate Secretary

Director of Operations

Business Development Manager

Project Manager

Contract Manager

Financial Controller

Board Member

Managing Director

Head of Legal

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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