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Contractor Indemnity Agreement
"I need a Contractor Indemnity Agreement for a software development contractor who will be handling sensitive customer data and developing proprietary technology, with specific focus on intellectual property protection and data security indemnification."
1. Parties: Identifies and defines the parties to the agreement - typically the Indemnitor (Contractor) and Indemnitee (Company)
2. Background: Explains the context of the agreement, including the underlying business relationship and reason for indemnification
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Losses', 'Services', and 'Indemnified Parties'
4. Scope of Indemnification: Details the specific circumstances, activities, and types of losses covered by the indemnification
5. Indemnification Obligations: Specifies the contractor's obligations to defend, indemnify, and hold harmless the company
6. Exclusions and Limitations: Outlines circumstances where indemnification does not apply and any caps on liability
7. Insurance Requirements: Specifies required insurance coverage to support indemnification obligations
8. Notice and Claims Procedure: Details the process for notifying parties of claims and managing the claims process
9. Duration: Specifies how long the indemnification obligations remain in effect
10. General Provisions: Standard contract clauses including governing law, amendments, severability, and entire agreement
1. Third Party Claims: Additional provisions specifically addressing claims made by third parties - include when third party claims are likely
2. Cross-Indemnification: Mutual indemnification provisions - include when both parties have significant risk exposure
3. Intellectual Property Indemnification: Specific provisions for IP-related claims - include when services involve creation or use of intellectual property
4. Environmental Indemnification: Specific provisions for environmental risks - include for projects with environmental impacts
5. Subcontractor Provisions: Provisions regarding subcontractor indemnification - include when subcontracting is permitted
6. Special Risks: Provisions for industry-specific or unique risks - include based on specific project risks
1. Schedule A - Scope of Services: Detailed description of services covered by the indemnification
2. Schedule B - Insurance Requirements: Detailed insurance specifications including types, amounts, and special requirements
3. Schedule C - Claim Notification Form: Standard form for notifying parties of claims under the agreement
4. Schedule D - Excluded Claims: Detailed list of specific exclusions from indemnification coverage
5. Appendix 1 - Key Definitions: Extended definitions of complex terms referenced in the agreement
6. Appendix 2 - Claims Handling Procedures: Detailed procedures for managing and processing claims
Authors
Construction
Engineering
Information Technology
Manufacturing
Energy
Mining
Professional Services
Transportation
Healthcare
Real Estate Development
Legal
Procurement
Risk Management
Operations
Compliance
Finance
Vendor Management
Insurance
Project Management
Contract Administration
Legal Counsel
Risk Manager
Procurement Manager
Contract Administrator
Project Manager
Operations Director
Chief Legal Officer
Compliance Officer
Insurance Manager
Vendor Relations Manager
Chief Financial Officer
Chief Operations Officer
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