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Indemnification Agreement
"I need an Indemnification Agreement for my construction company acting as the indemnitor to protect a property developer against any claims arising from our construction activities on their commercial building project starting March 2025 in Manila."
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1. Parties: Identifies and defines the Indemnitor and Indemnitee with their complete legal names and addresses
2. Background: Explains the context and purpose of the indemnification agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and other relevant terms
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification
5. Indemnification Obligations: Specifies the Indemnitor's obligations to defend, indemnify, and hold harmless the Indemnitee
6. Procedure for Claims: Outlines the process for notifying and handling indemnification claims, including timeframes and requirements
7. Limitations and Exclusions: Specifies any caps on liability and circumstances where indemnification does not apply
8. Duration: Establishes the term of the agreement and survival of obligations
9. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for dispute resolution
10. Execution: Signature blocks and execution requirements
1. Insurance Requirements: Required when specific insurance coverage must be maintained by either party to support the indemnification obligations
2. Third Party Claims: Added when the agreement needs to specifically address procedures for handling claims made by third parties
3. Subrogation Rights: Include when dealing with insurance-related matters or specific rights of recovery
4. Security Provisions: Used when collateral or security is required to secure the indemnification obligations
5. Cross-Indemnification: Added when both parties are providing mutual indemnification
6. Representation and Warranties: Include when specific representations support the indemnification obligations
7. Force Majeure: Added when certain extraordinary events should affect indemnification obligations
8. Assignment and Delegation: Include when transfer of indemnification rights or obligations needs to be addressed
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule B - Excluded Claims: Comprehensive list of exclusions from the indemnification coverage
3. Schedule C - Claims Procedure: Detailed procedures for claim notification, processing, and resolution
4. Appendix 1 - Required Insurance Coverage: Specific insurance requirements including types of coverage and minimum limits
5. Appendix 2 - Form of Claim Notice: Template for proper notification of claims under the agreement
Authors
Affiliate
Claim
Confidential Information
Damages
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Liabilities
Loss
Material Adverse Effect
Notice
Person
Proceeding
Representatives
Settlement
Term
Third Party
Third Party Claim
Business Day
Defaulting Party
Defense Costs
Direct Damages
Indirect Damages
Consequential Damages
Jurisdiction
Legal Requirements
Philippine Law
Related Party
Dispute
Breach
Cure Period
Insurance Policy
Judgment
Negligence
Gross Negligence
Willful Misconduct
Event of Default
Termination Date
Defense
Excluded Claims
Indemnification Period
Notice of Claim
Permitted Assigns
Subrogation Rights
Survival Period
Working Day
Definitions
Interpretation
Scope of Indemnification
Indemnification Obligations
Exclusions from Indemnification
Notice Requirements
Claims Procedure
Defense of Claims
Third Party Claims
Settlement of Claims
Payment Terms
Insurance Requirements
Subrogation Rights
Representations and Warranties
Duration and Survival
Limitations of Liability
Force Majeure
Confidentiality
Assignment
Notices
Amendment and Modification
Severability
Entire Agreement
Governing Law
Dispute Resolution
Jurisdiction
Costs and Expenses
Termination
Waiver
Counterparts
Authority
Relationship of Parties
Time Limits
Currency
Language
Compliance with Laws
Further Assurance
Construction
Manufacturing
Financial Services
Technology
Real Estate
Energy
Healthcare
Transportation
Mining
Retail
Professional Services
Infrastructure
Telecommunications
Education
Agriculture
Legal
Compliance
Risk Management
Corporate Affairs
Business Development
Operations
Finance
Procurement
Commercial
Contract Administration
Project Management
Executive Leadership
Corporate Governance
Audit
Treasury
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Contract Manager
Risk Manager
Compliance Officer
Corporate Secretary
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Commercial Director
Procurement Manager
Legal Counsel
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