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General Indemnity Agreement Template for Hong Kong

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Key Requirements PROMPT example:

General Indemnity Agreement

"I need a General Indemnity Agreement for my Hong Kong technology company acting as indemnitor to protect a major client against potential intellectual property claims and data breach incidents, with special attention to cross-border data transfers and third-party software usage."

Document background
The General Indemnity Agreement is a crucial risk management instrument used in various commercial contexts under Hong Kong law. It is typically employed when parties need to clearly define and allocate potential risks and liabilities in their business relationship. This document becomes necessary in situations involving significant business transactions, project undertakings, or ongoing commercial relationships where one party agrees to protect another against specific losses or liabilities. The agreement comprehensively addresses the scope of indemnification, claim procedures, payment obligations, and enforcement mechanisms, all within the framework of Hong Kong's legal system. It may be required by insurers, financial institutions, or as part of larger commercial arrangements, and often accompanies other transaction documents to provide additional security and risk protection.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including the indemnitor (party providing indemnity) and indemnitee (party receiving indemnity protection)

2. Background: Sets out the context and commercial purpose of the indemnity arrangement

3. Definitions: Defines key terms used throughout the agreement, including scope of 'Loss', 'Claims', and 'Indemnified Events'

4. Scope of Indemnity: Details the specific risks, losses, and circumstances covered by the indemnity

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

6. Payment Terms: Specifies when and how indemnity payments must be made, including any requirements for proof of loss

7. Limitations and Exclusions: Sets out any caps, limitations, or exclusions to the indemnity obligations

8. Representations and Warranties: Contains basic representations about capacity to enter agreement and authority to perform obligations

9. Duration: Specifies how long the indemnity obligations remain in effect

10. Governing Law and Jurisdiction: Confirms Hong Kong law governs and specifies courts having jurisdiction

11. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability

Optional Sections

1. Security: Include when additional security (such as guarantees or charges) is required to support the indemnity obligations

2. Insurance: Include when specific insurance requirements are imposed on either party

3. Step-In Rights: Include when the indemnitee needs rights to take control of defending or settling claims

4. Cross-Indemnification: Include when parties are providing reciprocal indemnities to each other

5. Subrogation Rights: Include when dealing with insurance-related indemnities or when specific subrogation rights need to be addressed

6. Third Party Rights: Include when certain provisions are intended to benefit or be enforceable by third parties

7. Alternative Dispute Resolution: Include when parties wish to require mediation or arbitration before or instead of court proceedings

Suggested Schedules

1. Schedule 1 - Specified Losses: Detailed list of specific types of losses covered by the indemnity

2. Schedule 2 - Claims Procedure: Detailed procedure for making and processing indemnity claims

3. Schedule 3 - Security Documents: Forms of any required security documents or guarantees

4. Schedule 4 - Notice Requirements: Specific requirements for form and delivery of notices

5. Appendix A - Claim Form: Standard form for submitting indemnity claims

6. Appendix B - Supporting Documents: List of required supporting documents for different types of claims

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













































Clauses




























Relevant Industries

Financial Services

Insurance

Construction

Manufacturing

Real Estate

Technology

Professional Services

Healthcare

Energy

Infrastructure

Transportation

Retail

Mining

Telecommunications

Relevant Teams

Legal

Risk Management

Finance

Compliance

Operations

Commercial

Insurance

Treasury

Project Management

Corporate Secretarial

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Risk Manager

Compliance Officer

Chief Financial Officer

Finance Director

Contract Manager

Commercial Director

Insurance Manager

Company Secretary

Project Manager

Operations Director

Business Development Manager

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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