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Liability Indemnity Agreement
"I need a Liability Indemnity Agreement governed by Philippine law for a construction company acting as indemnitor to protect a property developer against third-party claims arising from construction activities starting March 2025, with specific focus on environmental and safety incidents."
1. Parties: Identifies and defines the Indemnitor and Indemnitee with complete legal names and addresses
2. Background: Explains the context and purpose of the indemnity agreement, including the underlying business relationship
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', and other relevant terms
4. Scope of Indemnity: Details the specific risks, losses, and circumstances covered by the indemnity
5. Indemnification Obligations: Specifies the Indemnitor's obligations, including payment terms and timing
6. Notice Requirements: Outlines procedures for notifying the Indemnitor of claims and time limits for such notices
7. Defense of Claims: Establishes procedures for defending against third-party claims and allocation of defense costs
8. Settlement Authority: Specifies who has authority to settle claims and under what conditions
9. Duration: States the term of the indemnity agreement and any survival provisions
10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for disputes
11. Execution: Formal closing and signature blocks compliant with Philippine legal requirements
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support the indemnity
2. Limitations of Liability: Used when parties agree to cap indemnity obligations or exclude certain types of damages
3. Security Provisions: Included when collateral or security is required to secure the indemnity obligations
4. Alternative Dispute Resolution: Optional provisions for mediation or arbitration before court proceedings
5. Force Majeure: Included when certain events should excuse or suspend indemnity obligations
6. Subrogation Rights: Required when dealing with insurance-related indemnities or multiple layers of recovery
7. Currency Provisions: Needed when indemnity payments may be made in multiple currencies
8. Anti-Corruption Compliance: Required for international agreements or when dealing with government entities
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnity
2. Schedule B - Excluded Claims: Enumeration of specific exclusions from the indemnity coverage
3. Schedule C - Claims Procedures: Detailed procedures for claim notification, processing, and resolution
4. Schedule D - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
5. Appendix 1 - Form of Claim Notice: Standard template for notifying claims under the agreement
6. Appendix 2 - Corporate Authorizations: Copies of corporate resolutions or authorizations to enter into the agreement
Authors
Construction
Manufacturing
Real Estate Development
Financial Services
Technology
Healthcare
Energy
Transportation
Professional Services
Infrastructure
Mining
Retail
Telecommunications
Maritime
Aviation
Legal
Risk Management
Compliance
Finance
Operations
Business Development
Insurance
Corporate Affairs
Commercial
Executive Leadership
Project Management
Procurement
Chief Legal Officer
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Chief Financial Officer
Project Manager
Operations Director
Business Development Manager
Insurance Manager
Corporate Secretary
General Counsel
Chief Risk Officer
Commercial Director
Chief Executive Officer
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