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Indemnification Form
"I need an Indemnification Form under Austrian law for a software development company (as Indemnitor) providing custom enterprise software to a financial institution (as Indemnitee), with specific focus on data protection and intellectual property infringement risks."
1. Parties: Identification of the indemnifying party (Indemnitor) and the party being indemnified (Indemnitee), including full legal names and addresses
2. Background: Context of the indemnification agreement, including the relationship between parties and the circumstances necessitating the indemnification
3. Definitions: Clear definitions of key terms used in the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Period'
4. Scope of Indemnification: Detailed description of what losses, damages, or claims are covered by the indemnification
5. Indemnification Obligations: Specific obligations of the Indemnitor, including payment terms and procedures
6. Notice Requirements: Procedures for notifying the Indemnitor of claims and timeframes for such notifications
7. Defense of Claims: Process for handling third-party claims, including control of defense and settlement procedures
8. Duration: Term of the indemnification obligations and any survival provisions
9. Limitations: Any caps, exclusions, or limitations on the indemnification obligations
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts
1. Insurance Requirements: Required when specific insurance coverage needs to be maintained by either party
2. Specific Assets: When the indemnification relates to specific assets or properties
3. Intellectual Property: When the indemnification covers IP-related claims or infringements
4. Environmental Matters: When environmental liabilities are part of the indemnification scope
5. Tax Matters: When tax-related indemnifications are included
6. Force Majeure: When parties want to address the impact of force majeure events on indemnification obligations
7. Alternative Dispute Resolution: When parties prefer to include mediation or arbitration provisions
8. Confidentiality: When handling of confidential information needs to be addressed in relation to indemnified claims
1. Schedule A - Specific Indemnified Matters: Detailed list of specific incidents, claims, or matters covered by the indemnification
2. Schedule B - Calculation Method: Formula or methodology for calculating indemnification amounts
3. Schedule C - Excluded Claims: List of specific exclusions from the indemnification coverage
4. Schedule D - Notice Information: Detailed contact information and procedures for claim notifications
5. Appendix 1 - Related Agreements: List of related agreements referenced in the indemnification form
6. Appendix 2 - Insurance Certificates: Copies of required insurance certificates when applicable
Authors
Manufacturing
Construction
Technology
Financial Services
Healthcare
Real Estate
Energy
Transportation
Professional Services
Retail
Insurance
Telecommunications
Legal
Risk Management
Finance
Compliance
Corporate Governance
Operations
Business Development
Insurance
Executive Leadership
Project Management
Legal Counsel
Risk Manager
Chief Financial Officer
Chief Legal Officer
Compliance Officer
Contract Manager
Corporate Secretary
Insurance Manager
General Counsel
Business Development Manager
Project Manager
Operations Director
Chief Executive Officer
Finance Director
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