Document background
The Indemnification and Release agreement is a critical risk management tool used in various commercial and corporate contexts under Dutch law. It is commonly employed following corporate transactions, settlements of disputes, or in ongoing business relationships where clear allocation of risks and responsibilities is essential. The document combines both indemnification provisions (protecting against future claims or losses) and release provisions (discharging existing or potential claims), making it particularly valuable in scenarios such as M&A transactions, corporate restructuring, settlement of disputes, or commercial partnerships. This agreement type must be carefully drafted to ensure compliance with Dutch Civil Code requirements, particularly regarding the enforceability of liability provisions and the principles of reasonableness and fairness. It typically includes detailed procedures for claim notification, handling, and resolution, as well as specific carve-outs and limitations as required under Dutch law.
