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Indemnity Service Agreement
"I need an Indemnity Service Agreement for an IT consulting firm providing cloud migration services to a financial institution, with liability caps of 3x annual contract value and specific data protection provisions, to commence from March 1, 2025."
1. Parties: Identification of the service provider and recipient, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and purpose of the service arrangement
3. Definitions: Key terms used throughout the agreement, including specific service-related terminology and indemnification concepts
4. Scope of Services: Detailed description of services to be provided, including standards and deliverables
5. Service Provider's Obligations: Comprehensive list of provider's duties, responsibilities, and performance standards
6. Client's Obligations: Client's responsibilities, including providing access, information, and cooperation
7. Fees and Payment Terms: Service fees, payment schedule, invoicing procedures, and payment methods
8. Indemnification: Detailed indemnification obligations, including scope, procedures, and limitations
9. Term and Termination: Duration of agreement, renewal terms, and termination circumstances
10. Representations and Warranties: Parties' assurances regarding capacity, authority, and service quality
11. Liability and Limitations: Extent and limitations of liability, including caps and excluded damages
12. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement
1. Intellectual Property Rights: Include when services involve creation or use of intellectual property
2. Confidentiality: Add when services involve access to sensitive or proprietary information
3. Insurance Requirements: Include when specific insurance coverage is required for services
4. Data Protection: Add when services involve processing personal or sensitive data
5. Force Majeure: Include for long-term service arrangements or where external factors may impact performance
6. Non-Competition: Add when protecting against competitive activities is relevant
7. Dispute Resolution: Include detailed ADR procedures when parties prefer specific resolution mechanisms
8. Personnel Requirements: Add when specific qualifications or security clearances are required
1. Schedule A - Service Specifications: Detailed description of services, performance metrics, and delivery standards
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance standards, KPIs, and measurement criteria
4. Schedule D - Required Insurance Coverage: Specific insurance types and coverage amounts
5. Schedule E - Key Personnel: List of key service provider personnel and their roles
6. Appendix 1 - Reporting Requirements: Templates and specifications for required service reports
7. Appendix 2 - Contact Details: Key contacts and escalation procedures for both parties
Authors
Services
Service Provider
Client
Effective Date
Term
Service Fees
Deliverables
Service Levels
Performance Standards
Indemnifying Party
Indemnified Party
Losses
Claims
Force Majeure Event
Confidential Information
Intellectual Property Rights
Material Breach
Service Location
Personnel
Key Personnel
Business Day
Change Order
Service Schedule
Quality Standards
Payment Terms
Invoice
Due Date
Dispute
Notice
Termination Date
Affiliate
Representatives
Applicable Law
Compliance Requirements
Documentation
Emergency
Good Industry Practice
Indemnification Event
Insurance Requirements
Liability Cap
Performance Report
Service Credits
Service Failure
Third Party
Working Hours
Interpretation
Service Scope
Service Standards
Performance Requirements
Payment Terms
Invoicing
Indemnification
Liability Limitations
Insurance
Confidentiality
Intellectual Property
Data Protection
Service Provider Obligations
Client Obligations
Term and Duration
Termination
Force Majeure
Assignment
Subcontracting
Warranties
Representations
Compliance with Laws
Health and Safety
Personnel Requirements
Change Control
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Non-Solicitation
Non-Competition
Professional Services
Information Technology
Construction
Manufacturing
Healthcare
Financial Services
Engineering
Facilities Management
Consulting
Industrial Services
Energy
Telecommunications
Legal
Operations
Risk Management
Procurement
Compliance
Finance
Commercial
Business Development
Contract Administration
Project Management
Service Delivery
Account Management
Legal Counsel
Contract Manager
Risk Manager
Operations Director
Chief Operating Officer
Procurement Manager
Compliance Officer
Project Manager
Business Development Manager
General Manager
Chief Financial Officer
Commercial Director
Service Delivery Manager
Account Executive
Legal Director
Chief Legal Officer
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