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Indemnity Agreement Form Template for Switzerland

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Key Requirements PROMPT example:

Indemnity Agreement Form

"I need a Swiss law Indemnity Agreement Form to protect my company as the buyer in a software company acquisition, where the seller will indemnify us against any pre-closing tax liabilities and intellectual property claims for a period of 3 years from the closing date of March 15, 2025."

Document background
The Indemnity Agreement Form under Swiss law serves as a critical risk allocation tool in various business contexts, from corporate transactions to ongoing business relationships. This document is essential when parties need to clearly define who bears specific risks and financial responsibilities in their business dealings. The agreement, governed by Swiss law (particularly the Swiss Code of Obligations), provides a framework for one party (the Indemnitor) to protect another party (the Indemnitee) against specified losses, liabilities, or damages. It is commonly used in M&A transactions, service agreements, director appointments, and other business arrangements where risk allocation is crucial. The document includes specific provisions addressing claim procedures, limitations, and enforcement mechanisms, all tailored to comply with Swiss legal requirements and business practices.
Suggested Sections

1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified), including their full legal names, addresses, and registration details

2. Background: Explains the context and purpose of the indemnity agreement, including the underlying transaction or relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Party', 'Indemnifying Party', and other relevant terms

4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification obligation

5. Indemnification Process: Outlines the procedure for making indemnification claims, including notice requirements, timing, and documentation

6. Limitations and Exclusions: Specifies any caps, carve-outs, or exclusions to the indemnification obligations

7. Defense of Claims: Describes the process for defending third-party claims, including control of defense, settlement authority, and cooperation requirements

8. Duration: Specifies how long the indemnification obligations remain in effect

9. Governing Law and Jurisdiction: Confirms Swiss law as governing law and specifies jurisdiction for dispute resolution

10. Miscellaneous: Standard contractual provisions including severability, entire agreement, amendments, and notices

Optional Sections

1. Insurance Requirements: Required when the indemnifying party must maintain specific insurance coverage to support its indemnification obligations

2. Security: Used when collateral or other security is required to secure the indemnification obligations

3. Parent Company Guarantee: Included when a parent company's guarantee is required to support the indemnifying party's obligations

4. Subrogation Rights: Relevant when dealing with insurance-related indemnities or multiple layers of indemnification

5. Tax Implications: Required when the indemnity payments have specific tax consequences that need to be addressed

6. Currency and Payment Terms: Necessary when payments may be made in multiple currencies or specific payment terms need to be established

7. Force Majeure: Added when certain extraordinary events should affect the indemnification obligations

Suggested Schedules

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

2. Schedule 2 - Claim Notice Form: Template for submitting indemnification claims, including required information and documentation

3. Schedule 3 - Insurance Requirements: Detailed specifications of required insurance coverage, including types, amounts, and terms

4. Schedule 4 - Pre-Existing Claims: List of known claims or circumstances that are specifically included or excluded from the indemnity

5. Appendix A - Supporting Documents: Copies of relevant certificates, permits, or other documents referenced in the agreement

6. Appendix B - Corporate Authorizations: Copies of corporate resolutions or other authorizations for entering into the indemnity agreement

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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