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1. Parties: Identifies and provides full legal details of all parties to the agreement, including the indemnifier and the indemnitee
2. Background: Outlines the context of the contractor relationship and the purpose of the indemnity agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Parties', 'Claims', 'Losses', and specific terms relevant to the contractor's work
4. Scope of Indemnity: Clearly defines what is covered by the indemnity, including specific risks, losses, and circumstances
5. Indemnification Obligations: Details the specific obligations of the contractor to indemnify, defend, and hold harmless the other party
6. Exclusions and Limitations: Specifies what is not covered by the indemnity and any caps or limitations on the indemnity obligation
7. Notice and Claims Procedure: Outlines the process for notifying and handling indemnification claims
8. Duration: Specifies how long the indemnity obligations remain in effect
9. Insurance Requirements: Details the insurance coverage the contractor must maintain to support the indemnity obligations
10. General Provisions: Standard contract clauses including governing law, jurisdiction, and interpretation
1. Mutual Indemnification: Include when both parties are providing reciprocal indemnities to each other
2. Intellectual Property Indemnity: Include when the contractor's work involves creation or use of intellectual property
3. Environmental Indemnity: Include when the contractor's work could impact environmental matters
4. Data Protection and Privacy: Include when the contractor has access to personal or sensitive data
5. Subcontractor Provisions: Include when the contractor may engage subcontractors
6. Force Majeure: Include when certain events beyond parties' control should affect indemnity obligations
7. Alternative Dispute Resolution: Include when parties want to specify mediation or arbitration for indemnity disputes
1. Schedule 1: Scope of Services: Detailed description of the contractor's services and responsibilities
2. Schedule 2: Insurance Requirements: Specific details of required insurance policies, coverage limits, and terms
3. Schedule 3: Claim Procedures: Detailed procedures for making and responding to indemnification claims
4. Schedule 4: Excluded Claims: Specific list of claims or circumstances excluded from the indemnity
5. Appendix A: Key Personnel: List of key personnel covered by or authorized under the indemnity agreement
6. Appendix B: Form of Notice: Template for formal notices required under the agreement
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