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Indemnification Agreement
"I need an Indemnification Agreement under Australian law for my tech company to protect against potential losses when engaging external software development contractors, including specific provisions for intellectual property infringement and data breach incidents."
1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context and purpose of the indemnification agreement, including relevant business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Parties', 'Indemnified Events', 'Losses', etc.
4. Scope of Indemnification: Details the specific circumstances, events, and losses covered by the indemnification
5. Indemnification Obligations: Specifies the precise obligations of the indemnifying party, including timing and nature of payments
6. Limitations and Exclusions: Sets out any caps, carve-outs, or exclusions to the indemnification obligations
7. Claims Procedure: Outlines the process for making and responding to indemnification claims, including notice requirements and timeframes
8. Defense of Claims: Specifies rights and obligations regarding the defense of third-party claims
9. Insurance Requirements: Details mandatory insurance coverage to support indemnification obligations
10. Term and Survival: Specifies the duration of the agreement and which provisions survive termination
11. General Provisions: Standard contract clauses including governing law, jurisdiction, amendments, notices, etc.
1. Security: Required when additional security (such as bank guarantees or parent company guarantees) is needed to support the indemnification obligations
2. Multiple Indemnitors: Used when multiple parties are providing indemnification, detailing joint and several liability
3. Cross-Indemnification: Included when parties are providing reciprocal indemnification to each other
4. Subrogation Rights: Details rights of the indemnifying party to pursue claims against third parties
5. Special Conditions: For industry-specific requirements or unique circumstances affecting the indemnification
6. Alternative Dispute Resolution: When parties wish to specify mediation or arbitration procedures for indemnification disputes
7. Regulatory Compliance: When the indemnification relates to specific regulatory requirements or industry standards
1. Schedule 1 - Indemnified Events: Detailed list of specific events, circumstances, or losses covered by the indemnification
2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing claims, including required forms and documentation
3. Schedule 3 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
4. Schedule 4 - Security Details: Details of any security provided, including form, amount, and maintenance requirements
5. Schedule 5 - Calculation of Losses: Methodology for calculating losses and determining indemnification amounts
6. Appendix A - Notice Requirements: Templates and procedures for required notices under the agreement
7. Appendix B - Claim Forms: Standard forms for submitting indemnification claims
Authors
Financial Services
Construction & Infrastructure
Mining & Resources
Technology & Software
Manufacturing
Professional Services
Healthcare
Real Estate & Property
Energy & Utilities
Transport & Logistics
Education
Retail & Consumer Goods
Legal
Risk Management
Compliance
Finance
Corporate Governance
Operations
Commercial
Insurance
Project Management
Business Development
Chief Legal Officer
General Counsel
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Insurance Manager
Corporate Secretary
Chief Executive Officer
Chief Risk Officer
Commercial Director
Operations Manager
Project Manager
Business Development Manager
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