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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."
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
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
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
Financial Services
Insurance
Banking
Manufacturing
Technology
Professional Services
Real Estate
Healthcare
Construction
Energy
Transportation and Logistics
Private Equity
Pharmaceutical
Telecommunications
Legal
Compliance
Risk Management
Finance
Corporate Governance
Operations
Insurance
Treasury
Executive Management
Corporate Development
Mergers & Acquisitions
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
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