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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."
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
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
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
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