Standard Indemnity Agreement Template for Philippines

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Key Requirements PROMPT example:

Standard Indemnity Agreement

"I need a Standard Indemnity Agreement for my construction company in Manila to protect us against potential claims arising from subcontractor work on our new commercial building project starting March 2025, with specific focus on workplace safety and structural defects."

Document background
The Standard Indemnity Agreement serves as a crucial risk management tool in Philippine business transactions, providing a formal framework for allocating and transferring potential risks and liabilities between parties. This document type is commonly used in various commercial contexts, from construction projects to corporate transactions, where one party seeks protection against potential losses or legal claims. The agreement must comply with Philippine civil law requirements, particularly the Civil Code provisions on obligations and contracts, and typically includes detailed mechanisms for claiming indemnification, processing payments, and resolving disputes. Companies often implement Standard Indemnity Agreements as part of their risk management strategy, especially in high-value transactions or projects where clear delineation of responsibilities and potential liabilities is essential.
Suggested Sections

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 indemnity agreement, including the underlying transaction or relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'

4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnity

5. Indemnification Process: Outlines the procedure for making claims, including notice requirements and timing

6. Payment Terms: Specifies how and when indemnification payments must be made

7. Duration: States the term of the agreement and any survival provisions

8. Limitations of Liability: Sets out any caps, exclusions, or limitations on the indemnification obligation

9. Representations and Warranties: Contains basic representations about the parties' authority to enter into the agreement

10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates courts for dispute resolution

11. Notices: Details how formal notices under the agreement must be given

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Insurance Requirements: Required when the indemnitor must maintain specific insurance coverage as part of the indemnification obligation

2. Security Provisions: Used when additional security (such as a bank guarantee or escrow) is required to support the indemnity

3. Third Party Claims Procedure: Needed when the agreement specifically covers third party claims and requires detailed procedures for handling them

4. Subrogation Rights: Include when the indemnitor needs rights to pursue claims against third parties after paying an indemnity

5. Tax Provisions: Required when indemnification payments have specific tax implications that need to be addressed

6. Multiple Indemnitors: Include when there are multiple parties providing indemnification, to address joint and several liability

7. Dispute Resolution: Optional alternative dispute resolution procedures such as arbitration or mediation

Suggested Schedules

1. Schedule A - Specific Indemnified Events: Detailed list of specific events, losses, or circumstances covered by the indemnity

2. Schedule B - Claim Form Template: Standard form for submitting indemnification claims

3. Schedule C - Excluded Claims: List of specific exclusions from the indemnification coverage

4. Schedule D - Notice Requirements: Detailed contact information and procedures for serving notices

5. Appendix 1 - Supporting Documents: Copies of relevant underlying agreements or documents referenced in the indemnity

6. Appendix 2 - Insurance Requirements: Detailed specifications of required insurance coverage, if applicable

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

Real Estate Development

Manufacturing

Financial Services

Insurance

Technology

Healthcare

Energy

Infrastructure

Transportation

Professional Services

Mining

Telecommunications

Retail

Maritime

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Commercial

Corporate Governance

Insurance

Project Management

Business Development

Procurement

Executive Leadership

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Contract Administrator

Project Manager

Chief Financial Officer

Chief Executive Officer

Commercial Director

Operations Manager

Insurance Manager

Corporate Secretary

Business Development Manager

General Counsel

Finance Director

Chief Risk Officer

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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