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Indemnification Contract Template for Switzerland

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Key Requirements PROMPT example:

Indemnification Contract

"I need an Indemnification Contract under Swiss law for a software development company (as indemnitor) providing services to a financial institution (as indemnitee), with specific focus on data breach protection and third-party intellectual property claims."

Document background
The Indemnification Contract serves as a critical risk allocation tool in various business transactions and relationships under Swiss law. This document is typically employed when parties need to clearly define responsibility for potential losses, liabilities, or damages in business relationships, corporate transactions, or service arrangements. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations, and typically includes specific provisions regarding the scope of indemnification, claim procedures, and enforcement mechanisms. It's commonly used in M&A transactions, service agreements, board member appointments, and other business arrangements where risk allocation is crucial. The document provides legal certainty by clearly defining the circumstances under which indemnification obligations arise, the process for making claims, and the limitations on such obligations.
Suggested Sections

1. Parties: Identification of the indemnitor and indemnitee with full legal names and addresses

2. Background: Context of the agreement and the relationship between the parties

3. Definitions: Key terms used throughout the agreement, including 'Losses', 'Claims', 'Indemnified Parties', etc.

4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification

5. Indemnification Procedures: Process for making claims, notice requirements, and handling of defense

6. Limitations and Exclusions: Specific limitations on the indemnification obligation, including caps, baskets, and excluded claims

7. Duration: Term of the indemnification obligations and survival periods

8. Payment Terms: Timing and method of indemnification payments

9. Dispute Resolution: Procedures for resolving disputes related to indemnification claims

10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction

11. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Third Party Claims: Detailed procedures for handling claims made by third parties - include when third party claims are specifically contemplated

2. Insurance: Requirements for insurance coverage - include when specific insurance requirements are needed

3. Security: Provisions for collateral or security for indemnification obligations - include for high-value indemnities

4. Tax Matters: Specific provisions relating to tax indemnification - include when tax implications are significant

5. Currency and Exchange Rates: Provisions for handling multiple currencies - include in cross-border transactions

6. Step-In Rights: Rights of the indemnified party to take control of proceedings - include in complex commercial contexts

7. Multiple Indemnitors: Provisions governing joint and several liability - include when multiple parties are providing indemnification

Suggested Schedules

1. Schedule of Specific Indemnified Matters: Detailed list of specific matters or claims covered by the indemnification

2. Schedule of Pre-Existing Claims: List of known claims or circumstances that might give rise to claims

3. Schedule of Excluded Claims: Specific exclusions from the indemnification coverage

4. Schedule of Notice Requirements: Detailed contact information and procedures for giving notices

5. Schedule of Caps and Limitations: Detailed breakdown of financial limits and thresholds

6. Appendix - Claim Form Template: Standard form for making indemnification claims

7. Appendix - Power of Attorney: Form of power of attorney for handling claims (if required)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses































Relevant Industries

Financial Services

Insurance

Banking

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Construction

Energy

Transportation and Logistics

Private Equity

Pharmaceutical

Telecommunications

Relevant Teams

Legal

Compliance

Risk Management

Finance

Corporate Governance

Operations

Insurance

Treasury

Executive Management

Corporate Development

Mergers & Acquisitions

Relevant Roles

General Counsel

Legal Director

Chief Legal Officer

Risk Manager

Compliance Officer

Corporate Secretary

Chief Financial Officer

Chief Executive Officer

Contract Manager

Legal Counsel

Board Member

Director of Operations

Chief Risk Officer

Insurance Manager

Business Development Director

M&A Director

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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