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Indemnification Agreement
"I need an Indemnification Agreement under Hong Kong law for my technology company to protect our directors and senior executives against potential claims arising from a planned software product launch in March 2025, with specific coverage for intellectual property disputes and customer data incidents."
1. Parties: Identifies and defines the indemnifying party (indemnitor) and the party being indemnified (indemnitee)
2. Background: Sets out the context and purpose of the indemnification agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events'
4. Scope of Indemnification: Clearly defines what losses, damages, and events are covered by the indemnification
5. Indemnification Procedure: Details the process for making indemnification claims and the response requirements
6. Notice Requirements: Specifies how and when notice of claims must be given
7. Defense of Claims: Outlines procedures for defending against third-party claims and allocation of control over defense
8. Payment and Reimbursement: Specifies timing and method of indemnification payments
9. Duration: Establishes the term of the indemnification obligations
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
11. General Provisions: Standard contractual provisions including notices, amendments, and assignment
1. Insurance Requirements: Required when parties need to maintain specific insurance coverage to support indemnification obligations
2. Limitations on Indemnification: Used when parties agree to caps or exclusions on indemnification obligations
3. Security for Indemnification: Include when collateral or security is required to secure indemnification obligations
4. Cross-Indemnification: Used when both parties are providing reciprocal indemnification
5. Survival: Required when certain indemnification obligations need to survive termination of the agreement
6. Tax Treatment: Include when tax implications of indemnification payments need to be addressed
7. Third Party Rights: Required when third parties are intended beneficiaries of the indemnification
1. Schedule of Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnification
2. Schedule of Calculation Methods: Formulas or methods for calculating indemnification amounts
3. Schedule of Claim Procedures: Detailed procedures and requirements for making and processing claims
4. Schedule of Insurance Requirements: Specific insurance types, coverage amounts, and requirements
5. Schedule of Excluded Claims: List of specific exclusions from the indemnification coverage
6. Appendix - Claim Form Template: Standard form for submitting indemnification claims
7. Appendix - Notice Requirements: Detailed notice procedures and contact information for claims
Authors
Financial Services
Banking
Insurance
Real Estate
Construction
Manufacturing
Technology
Professional Services
Healthcare
Energy
Telecommunications
Transportation
Retail
Mining
Education
Legal
Compliance
Risk Management
Corporate Secretariat
Finance
Operations
Commercial
Executive Management
Board of Directors
Procurement
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Risk Manager
Compliance Officer
Director of Operations
Commercial Director
Contract Manager
Chief Risk Officer
Board Director
Company Secretary
Managing Director
Vice President of Legal Affairs
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