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Indemnity Contract Template for Switzerland

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Key Requirements PROMPT example:

Indemnity Contract

"I need an Indemnity Contract under Swiss law for our software company to protect against intellectual property claims, where our parent company will indemnify us against any third-party patent infringement claims arising from the use of licensed technology."

Document background
The Indemnity Contract serves as a critical risk management tool in various business transactions under Swiss law. It is commonly used in corporate restructuring, asset sales, service agreements, and other commercial arrangements where parties need to allocate specific risks and potential liabilities. This document type is particularly relevant when one party seeks protection against potential future losses or when regulatory requirements necessitate formal indemnification arrangements. The contract must comply with Swiss legal requirements, particularly the Swiss Code of Obligations, and typically includes detailed provisions about the scope of coverage, claim procedures, and enforcement mechanisms. The agreement can be customized to address specific business needs while maintaining consistency with Swiss legal principles regarding contractual obligations and liability allocation.
Suggested Sections

1. Parties: Identification and details of the indemnitor (party providing indemnity) and indemnitee (party being indemnified)

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

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

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

6. Payment Terms: Terms and conditions for payment of indemnified amounts, including timing and method

7. Duration: Term of the indemnity agreement and any survival provisions

8. Limitations and Exclusions: Specific exclusions from indemnity coverage and any caps on liability

9. Representations and Warranties: Basic statements of fact and promises made by each party

10. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

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

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Defense and Settlement: Used when the indemnitor will have rights or obligations regarding the defense or settlement of third-party claims

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

3. Security: Add when collateral or other security is required to secure the indemnity obligations

4. Third Party Rights: Include when indemnity benefits extend to third parties (like affiliates or officers)

5. Subrogation Rights: Used when specific subrogation rights need to be addressed

6. Currency Provisions: Include for cross-border indemnities involving multiple currencies

7. Tax Provisions: Add when tax implications of indemnity payments need to be addressed

8. Force Majeure: Include when certain events should excuse indemnity obligations

Suggested Schedules

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

2. Schedule of Pre-Existing Claims: List of known claims or circumstances that existed before the agreement

3. Schedule of Excluded Events: Detailed list of specific exclusions from the indemnity coverage

4. Schedule of Contact Details: Contact information for key personnel involved in claim notifications and processing

5. Claim Form Template: Standard form for submitting indemnification claims

6. Insurance Certificates: Copies of required insurance policies or certificates

7. Calculation Methodology: Details of how indemnified amounts will be calculated

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

Construction

Technology

Healthcare

Real Estate

Energy

Transportation

Professional Services

Retail

Telecommunications

Mining and Natural Resources

Pharmaceuticals

Infrastructure

Relevant Teams

Legal

Finance

Risk Management

Compliance

Corporate Secretariat

Treasury

Operations

Commercial

Insurance

Business Development

Executive Leadership

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Risk Manager

Compliance Officer

Corporate Secretary

Chief Financial Officer

Finance Director

Insurance Manager

Contract Manager

Business Development Director

Chief Executive Officer

Operations Director

Commercial Director

Treasury 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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