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Standard Indemnity Agreement
"I need a Standard Indemnity Agreement to protect my technology company against potential intellectual property claims arising from a software development partnership with a third-party vendor, with coverage starting January 2025."
1. Parties: Identifies and defines the indemnifier and indemnitee with their full legal names and addresses
2. Background: Sets out the context and commercial purpose of the indemnity agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Indemnity: Clearly defines what risks, losses, or liabilities are covered by the indemnity
5. Indemnification Obligations: Details the specific obligations of the indemnifier, including timing and extent of coverage
6. Exclusions: Specifies what events or circumstances are explicitly excluded from the indemnity coverage
7. Claims Procedure: Outlines the process for making and handling indemnity claims, including notice requirements
8. Duration: Specifies the term of the agreement and any survival provisions
9. Payment Terms: Details the timing and method of indemnity payments
10. Governing Law and Jurisdiction: Specifies Irish law as governing law and establishes jurisdiction for disputes
11. Entire Agreement: Standard boilerplate confirming this document represents the complete agreement between parties
12. Execution: Signature blocks and execution formalities
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage to support the indemnity
2. Security Provisions: Used when additional security (such as guarantees or bonds) is required to support the indemnity
3. Subrogation Rights: Included when dealing with insurance-related indemnities or complex recovery rights
4. Third Party Rights: Required when the indemnity might affect or benefit third parties
5. Force Majeure: Included when certain extraordinary events should suspend or modify indemnity obligations
6. Confidentiality: Added when the agreement involves sensitive commercial information
7. Assignment and Transfer: Required when parties need flexibility to transfer rights or obligations
8. Dispute Resolution: Added when specific dispute resolution procedures (like mediation) are required before litigation
1. Schedule 1 - Specified Losses: Detailed list of specific losses or events covered by the indemnity
2. Schedule 2 - Claim Form Template: Standard form for submitting indemnity claims
3. Schedule 3 - Contact Details: List of key contacts and notice addresses for both parties
4. Schedule 4 - Insurance Requirements: Detailed specifications of required insurance coverage, if applicable
5. Appendix A - Supporting Documents: Any relevant background documents or agreements referenced in the indemnity
6. Appendix B - Calculation Methodology: If applicable, detailed methodology for calculating indemnity amounts
Authors
Financial Services
Insurance
Construction
Manufacturing
Technology
Professional Services
Healthcare
Real Estate
Energy
Transportation
Retail
Education
Telecommunications
Agriculture
Mining
Legal
Risk Management
Compliance
Finance
Operations
Corporate Secretariat
Business Development
Contract Management
Insurance
Treasury
Commercial
Corporate Affairs
Procurement
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Company Secretary
Business Development Manager
Operations Director
Project Manager
Insurance Manager
Corporate Lawyer
Financial Controller
Commercial Director
Chief Executive Officer
Chief Legal Officer
Chief Risk Officer
Chief Operating Officer
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