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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."
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
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
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
Affiliate
Business Day
Claim
Confidential Information
Damages
Effective Date
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Indemnification Notice
Indemnification Period
Law
Liability
Losses
Material Adverse Effect
Notice
Party/Parties
Person
Proceeding
Related Party
Representatives
Security Interest
Term
Third Party Claim
Transaction Documents
Working Hours
Definitions
Interpretation
Scope of Indemnification
Indemnification Obligations
Exclusions from Indemnity
Notice Requirements
Claims Procedure
Third Party Claims
Payment Terms
Limitations of Liability
Insurance Requirements
Representations and Warranties
Confidentiality
Force Majeure
Term and Termination
Survival
Assignment
Governing Law
Dispute Resolution
Notices
Amendments
Severability
Entire Agreement
Counterparts
Further Assurance
Costs and Expenses
Waiver
Relationship of Parties
Time of Essence
Construction
Real Estate Development
Manufacturing
Financial Services
Insurance
Technology
Healthcare
Energy
Infrastructure
Transportation
Professional Services
Mining
Telecommunications
Retail
Maritime
Legal
Risk Management
Compliance
Finance
Operations
Commercial
Corporate Governance
Insurance
Project Management
Business Development
Procurement
Executive Leadership
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
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