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Indemnity Contract for Hong Kong

Indemnity Contract Template for Hong Kong

A Hong Kong law-governed Indemnity Contract is a legally binding agreement where one party (the indemnifier) agrees to compensate, protect, or reimburse another party (the indemnified party) for specified losses, damages, or liabilities. This document, structured under Hong Kong's common law system with specific statutory overlays, establishes the scope of protection, claim procedures, and payment obligations. It incorporates essential provisions required by Hong Kong law while providing flexibility to address specific commercial requirements and risk allocation needs of the parties involved.

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What is a Indemnity Contract?

The Indemnity Contract serves as a critical risk management tool in commercial relationships under Hong Kong law. It is commonly used in various business contexts where parties need to allocate risk and establish clear mechanisms for compensation in case of specified losses or liabilities. This document type is particularly relevant in scenarios involving corporate transactions, service agreements, construction projects, or any situation where clear risk allocation is essential. The contract must comply with Hong Kong's common law principles and relevant ordinances, including the Control of Exemption Clauses Ordinance and Contract and Rights of Third Parties Ordinance. It typically includes detailed provisions on scope, claim procedures, limitations, and enforcement mechanisms, making it suitable for complex commercial arrangements requiring robust risk protection.

What sections should be included in a Indemnity Contract?

1. Parties: Identifies and defines all parties to the indemnity contract, including the indemnifier and the indemnified party

2. Background: Sets out the context and circumstances leading to the indemnity arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Scope of Indemnity: Clearly defines the events, losses, or circumstances covered by the indemnity

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

6. Limitations and Exclusions: Specifies any limitations on the indemnity coverage and explicitly stated exclusions

7. Duration: Specifies the term of the indemnity and any survival provisions

8. Payment Terms: Sets out the timing and method of payment for valid indemnity claims

9. Representations and Warranties: Contains basic representations and warranties from both parties

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and establishes jurisdiction for disputes

11. Execution: Formal execution block for signing by all parties

What sections are optional to include in a Indemnity Contract?

1. Security: Include when additional security (such as a bank guarantee or parent company guarantee) is required to support the indemnity

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

3. Claim Verification: Include for complex arrangements requiring detailed procedures for verifying and documenting claims

4. Third Party Rights: Include when third parties are intended to benefit from or be affected by the indemnity

5. Dispute Resolution: Include when specific dispute resolution procedures (beyond court jurisdiction) are required

6. Confidentiality: Include when the indemnity relates to sensitive matters or confidential information

7. Force Majeure: Include when certain extraordinary events should excuse performance of the indemnity obligations

8. Assignment: Include when transfer rights need to be specifically addressed

What schedules should be included in a Indemnity Contract?

1. Scope of Covered Losses: Detailed itemization of specific losses or events covered by the indemnity

2. Claim Form Template: Standard form for submitting indemnity claims

3. Contact Details: List of key contacts and notice addresses for both parties

4. Supporting Documents: List of required supporting documentation for claims

5. Calculation Methodology: Detailed methodology for calculating indemnified amounts where complex calculations are involved

6. Security Documents: Copies or forms of any required security documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Declaration Form

Cost

Free to use
Relevant legal definitions




























Clauses




























Relevant Industries

Financial Services

Insurance

Banking

Construction

Manufacturing

Technology

Healthcare

Real Estate

Energy

Transportation

Professional Services

Retail

Telecommunications

Relevant Teams

Legal

Finance

Risk Management

Compliance

Commercial

Treasury

Insurance

Corporate Secretarial

Executive Management

Project Management

Relevant Roles

General Counsel

Legal Director

Contract Manager

Risk Manager

Chief Financial Officer

Company Secretary

Compliance Officer

Commercial Director

Chief Executive Officer

Project Manager

Insurance Manager

Treasury Manager

Legal Counsel

Finance Director

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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