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Basic Indemnity Agreement
"I need a Basic Indemnity Agreement for my tech company to protect against intellectual property claims when providing software services to a major Dutch retail chain, with specific attention to data protection risks and third-party IP claims."
1. Parties: Identification and details of the indemnitor and indemnitee
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Indemnification: Clear description of what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Procedure: Process for making claims and the indemnitor's obligations to defend
6. Notice Requirements: Timeframes and procedures for notifying the indemnitor of claims
7. Duration: Term of the indemnification obligations
8. Limitations and Exclusions: Specific carve-outs and caps on indemnification obligations
9. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
10. Entire Agreement: Integration clause confirming the complete understanding between parties
11. Execution: Signature blocks and execution requirements
1. Third Party Claims: Specific procedures for handling claims made by third parties - include when third party claims are likely
2. Insurance Requirements: Obligations to maintain specific insurance coverage - include when insurance is relevant to the indemnification
3. Security: Requirements for security or collateral to support indemnification obligations - include for high-value indemnities
4. Subrogation Rights: Rights of the indemnitor to pursue claims against third parties - include when relevant to the specific situation
5. Alternative Dispute Resolution: Mediation or arbitration procedures - include when parties prefer alternative to court proceedings
6. Assignment: Rights to assign the indemnification obligations - include when transfer rights are important
7. Survival: Provisions that continue after agreement termination - include for long-term risks
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule B - Claim Procedures: Detailed procedures for making and handling indemnification claims
3. Schedule C - Financial Caps and Limitations: Specific financial limitations and thresholds for indemnification
4. Appendix 1 - Contact Information: Details of key contacts for notices and claims
5. Appendix 2 - Form of Claim Notice: Template for submitting indemnification claims
Authors
Financial Services
Manufacturing
Construction
Technology
Energy
Healthcare
Real Estate
Professional Services
Transportation
Insurance
Retail
Telecommunications
Mining and Natural Resources
Infrastructure
Legal
Risk Management
Finance
Compliance
Corporate Governance
Operations
Commercial
Business Development
Treasury
Insurance
Procurement
Corporate Affairs
Legal Counsel
Risk Manager
Chief Financial Officer
Chief Executive Officer
Contract Manager
Compliance Officer
Business Development Director
Project Manager
Commercial Director
Insurance Manager
Operations Director
General Counsel
Corporate Secretary
Finance Director
Treasury Manager
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