Release And Indemnity Agreement Template for Philippines

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Key Requirements PROMPT example:

Release And Indemnity Agreement

"I need a Release and Indemnity Agreement for a construction project in Manila, where my company (ABC Construction Corp) will be releasing the property developer (XYZ Development Inc) from all claims related to project delays and cost overruns in exchange for a settlement payment of 5 million pesos, to be completed by March 2025."

Document background
The Release And Indemnity Agreement is a crucial legal instrument in Philippine business and civil transactions, designed to manage risk and resolve potential disputes. It serves dual purposes: first, releasing parties from liability for past or existing claims, and second, providing protection through indemnification against future claims or losses. This document is commonly used in various contexts including corporate transactions, employment settlements, property dealings, and accident resolutions. Under Philippine law, particularly the Civil Code, such agreements must be clearly written with specific attention to the scope of release and indemnity provisions to ensure enforceability. The document typically includes detailed descriptions of released claims, indemnification obligations, warranties, and enforcement mechanisms, all structured to comply with Philippine legal requirements and jurisprudence.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their complete legal names, addresses, and legal status

2. Background/Recitals: Context of the agreement, including relevant history, relationships between parties, and events leading to the need for release and indemnity

3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', etc.

4. Release Provisions: Detailed description of what claims, rights, or actions are being released, including the scope and extent of the release

5. Indemnification Obligations: Specific indemnification commitments, including what losses are covered and any limitations

6. Representations and Warranties: Statements of fact and guarantees by the parties, including authority to enter agreement and understanding of rights being released

7. Payment or Consideration: Details of any payment or other consideration being provided in exchange for the release and indemnity

8. Duration: Term of the agreement and survival of obligations

9. Governing Law and Jurisdiction: Specification of Philippine law as governing law and designation of courts having jurisdiction

10. General Provisions: Standard contractual provisions including entire agreement, amendments, severability, and notices

Optional Sections

1. Insurance Requirements: Required when specific insurance coverage must be maintained to support indemnification obligations

2. Confidentiality: Include when the circumstances of the release or underlying facts should remain confidential

3. Non-Admission of Liability: Optional clause stating that the agreement does not constitute admission of liability or wrongdoing

4. Future Cooperation: Include when parties need to cooperate on related matters after the release

5. Tax Matters: Include when the release involves payments with tax implications

6. Third Party Rights: Include when the release affects rights of parties not directly signing the agreement

7. Return of Property: Include when physical items or documents need to be returned as part of the release

8. Non-Disparagement: Include when parties wish to prevent negative statements about each other

Suggested Schedules

1. Schedule of Released Claims: Detailed list of specific claims, disputes, or matters being released

2. Schedule of Indemnified Parties: List of all parties covered by the indemnification provisions, including related entities or individuals

3. Schedule of Assets: If relevant, inventory of assets or properties involved in the release

4. Schedule of Excluded Claims: List of any claims or matters specifically excluded from the release

5. Payment Schedule: If applicable, details of payment terms, installments, or consideration

6. Required Notices and Communications: Contact information and procedures for required notices under the agreement

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

Clauses
Relevant Industries

Construction

Manufacturing

Real Estate

Financial Services

Insurance

Healthcare

Technology

Energy

Mining

Transportation

Entertainment

Sports

Education

Professional Services

Retail

Hospitality

Relevant Teams

Legal

Risk Management

Compliance

Human Resources

Finance

Operations

Corporate Affairs

Insurance

Claims Management

Project Management

Business Development

Executive Leadership

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Contract Administrator

Project Manager

Human Resources Director

Chief Financial Officer

Insurance Manager

Operations Manager

Business Development Manager

Corporate Secretary

Chief Executive Officer

Claims Manager

Settlement Officer

General Counsel

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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