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Indemnification Contract Template for United States

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Key Requirements PROMPT example:

Indemnification Contract

"I need an Indemnification Contract for my construction company to protect against potential liability from subcontractor work on our upcoming commercial building project, starting March 2025, with specific focus on workplace safety incidents and property damage."

Document background
The Indemnification Contract serves as a risk allocation tool in various business relationships, protecting parties against potential losses or liabilities. This document is commonly used in business transactions, construction projects, service agreements, and corporate governance matters under U.S. jurisdiction. It defines the scope of protection, establishes procedures for making claims, and outlines any limitations or exclusions to the indemnification obligation. The agreement must comply with both federal requirements and state-specific indemnification laws, which can vary significantly by jurisdiction.
Suggested Sections

1. Parties: Identification of the indemnitor and indemnitee, including full legal names and addresses

2. Background: Context and purpose of the indemnification agreement, including the relationship between the parties

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Party', 'Indemnifying Party', 'Claims', and 'Losses'

4. Scope of Indemnification: Detailed description of indemnification obligations, including what losses, damages, and claims are covered

5. Procedure for Claims: Process for making and responding to indemnification claims, including notice requirements and timing

6. Term and Termination: Duration of the agreement and conditions under which it may be terminated

7. Governing Law: Specification of applicable state law and jurisdiction for dispute resolution

Optional Sections

1. Insurance Requirements: Specific insurance coverage requirements, including types of insurance and minimum coverage amounts

2. Defense Obligations: Provisions regarding the duty to defend against third-party claims and related procedures

3. Limitations of Liability: Caps, exclusions, and other limitations on indemnification obligations

4. Survival: Provisions specifying which obligations survive termination of the agreement

Suggested Schedules

1. Schedule A - Covered Claims: Detailed list of specific claims, losses, or circumstances covered by the indemnification

2. Schedule B - Insurance Requirements: Detailed specifications of required insurance coverage, including types, amounts, and carrier requirements

3. Schedule C - Excluded Claims: Specific exclusions from indemnification coverage and circumstances where indemnification does not apply

4. Schedule D - Notice Requirements: Detailed procedures and contact information for providing notice 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

Clauses

























Industries

State-Specific Laws: State-level contract and indemnification laws, including anti-indemnification statutes and state-specific statutes of limitations for contract claims

Federal Laws: Key federal legislation including the Uniform Commercial Code (UCC), federal antitrust laws, and securities laws that may affect indemnification agreements

Industry Regulations: Specific regulations governing indemnification in various sectors including construction, professional services, financial services, and healthcare

Common Law Principles: Fundamental contract law principles including requirements for formation (offer, acceptance, consideration), enforceability standards, and public policy limitations

Legal Doctrines: Essential legal doctrines affecting contract interpretation including unconscionability, contra proferentem, and reasonable expectations doctrine

Contractual Elements: Key structural elements including clear language requirements, scope definition, liability limitations, insurance requirements, notice provisions, and defense obligations

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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