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Indemnity Agreement Template for Switzerland

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Key Requirements PROMPT example:

Indemnity Agreement

"I need a Swiss law Indemnity Agreement to protect my technology company against potential intellectual property claims and data breach liabilities when engaging a new software development contractor starting March 2025."

Document background
The Indemnity Agreement serves as a crucial risk allocation tool in various commercial relationships under Swiss law. It is commonly used in corporate transactions, service agreements, and business partnerships where one party seeks protection against potential losses or liabilities. The document details the scope of indemnification, triggers for claims, procedural requirements, and limitations under Swiss legal framework. This type of agreement is particularly relevant in Switzerland's business environment, where precise allocation of risks and responsibilities is essential for commercial relationships. The agreement must comply with Swiss Code of Obligations requirements regarding contract formation, liability provisions, and enforcement mechanisms. It's typically used in scenarios involving corporate restructuring, service provision, asset purchases, or other business arrangements where clear risk allocation is necessary.
Suggested Sections

1. Parties: Identification of the indemnitor (party providing indemnity) and indemnitee (party being indemnified), including full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', and other relevant definitions

4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnity

5. Indemnification Process: Procedures for making claims, notice requirements, and timing of indemnification payments

6. Defense of Claims: Process for defending third-party claims, including control of defense, settlement authority, and cooperation requirements

7. Limitations and Exclusions: Specific limitations on the indemnity obligation, including caps, baskets, and excluded types of losses

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

9. Governing Law and Jurisdiction: Specification of Swiss law as governing law and designation of competent courts

10. Notices: Process and requirements for formal communications between parties

11. General Provisions: Standard contractual provisions including amendments, assignment, severability, and entire agreement

Optional Sections

1. Security for Indemnity: Include when the indemnitor needs to provide security for its obligations (e.g., bank guarantee, letter of credit)

2. Insurance Requirements: Include when specific insurance coverage is required to support the indemnity obligations

3. Multiple Indemnitors: Include when there are multiple parties providing indemnification, addressing joint and several liability

4. Currency and Exchange Rates: Include for cross-border agreements where payments might be made in different currencies

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

6. Dispute Resolution: Include when parties want to specify alternative dispute resolution mechanisms like arbitration or mediation

7. Step-In Rights: Include when the indemnitee needs the right to take over certain obligations or processes

8. Subrogation Rights: Include when dealing with insurance-related indemnities or specific rights of recovery

Suggested Schedules

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

2. Schedule 2 - Calculation of Losses: Methodology for calculating losses and damages under the agreement

3. Schedule 3 - Claims Process Flowchart: Visual representation of the claims and defense process

4. Schedule 4 - Form of Claim Notice: Template for submitting indemnification claims

5. Schedule 5 - Security Documents: Forms of any required security documents (if applicable)

6. Appendix A - Related Agreements: List of related agreements referenced in the indemnity agreement

7. Appendix B - Excluded Matters: Specific exclusions from the scope of indemnification

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






































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Relevant Industries

Financial Services

Insurance

Manufacturing

Technology

Real Estate

Healthcare

Professional Services

Construction

Energy

Transportation and Logistics

Private Equity

Pharmaceutical

Retail

Telecommunications

Relevant Teams

Legal

Finance

Risk Management

Compliance

Corporate Governance

Treasury

Insurance

Operations

Commercial

Business Development

Relevant Roles

General Counsel

Legal Director

Corporate Lawyer

Risk Manager

Chief Financial Officer

Chief Executive Officer

Compliance Officer

Contract Manager

Legal Operations Manager

Insurance Manager

Business Development Director

Corporate Secretary

Chief Risk Officer

Transaction Manager

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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