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General Indemnity Agreement Template for Singapore

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Key Requirements PROMPT example:

General Indemnity Agreement

"I need a General Indemnity Agreement to protect my technology company against potential IP infringement claims when licensing our software to enterprise clients in Singapore, with specific coverage for third-party patent claims and implementation costs."

Document background
A General Indemnity Agreement is commonly used in Singapore when parties need to establish clear risk allocation and protection mechanisms. This document is particularly relevant in commercial transactions where one party seeks protection against potential losses or liabilities arising from specified events or circumstances. The agreement must comply with Singapore's legal requirements, including the Civil Law Act and relevant common law principles. It typically includes detailed provisions on indemnity scope, claim procedures, and enforcement mechanisms, making it a crucial tool for risk management in various business contexts.
Suggested Sections

1. Parties: Identification and details of the indemnifier and indemnitee

2. Background: Context and purpose of the indemnity arrangement

3. Definitions: Key terms used throughout the agreement including applicable legislation references

4. Scope of Indemnity: Specific events, losses, and circumstances covered by the indemnity

5. Indemnification Process: Procedures for making and handling indemnity claims including notice requirements

6. Duration: Term of the indemnity obligations and survival provisions

7. Defense and Settlement: Rights and obligations regarding defense of claims and settlement procedures

8. Limitations on Liability: Any caps, exclusions, or limitations on the indemnity obligations

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Insurance Requirements: Details of required insurance coverage to be maintained by parties

2. Security Provisions: Additional security or guarantees required to support the indemnity obligations

3. Third Party Rights: Provisions regarding the rights of third parties under the agreement

4. Assignment and Transfer: Rights and restrictions regarding assignment or transfer of the agreement

5. Force Majeure: Provisions addressing circumstances beyond parties' control affecting performance

Suggested Schedules

1. Schedule 1 - Covered Events: Detailed enumeration of events and circumstances covered by the indemnity

2. Schedule 2 - Claims Procedure: Detailed process and requirements for making and handling indemnity claims

3. Schedule 3 - Insurance Requirements: Specific details of required insurance coverage, limits, and terms

4. Schedule 4 - Form of Notice: Template for claim notifications and other required notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses




























Industries

Civil Law Act (Cap. 43): Primary legislation governing contract law in Singapore, providing the fundamental framework for contractual relationships and enforcement

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts and limits the extent to which civil liability for breach of contract can be avoided through contractual terms

Limitation Act (Cap. 163): Sets statutory time limits for bringing legal claims, including those relating to indemnity agreements

Singapore Common Law Principles: Based on English common law, includes precedent cases and established principles regarding interpretation and enforcement of indemnity clauses

Companies Act (Cap. 50): Relevant when parties to the indemnity agreement are corporations, governing corporate capacity and authority to enter into contracts

Electronic Transactions Act: Governs the electronic execution and validity of contracts when agreements are formed or signed digitally

Misrepresentation Act: Provides remedies for false statements made during contract formation that induced parties to enter into the agreement

MAS Guidelines: Monetary Authority of Singapore regulatory guidelines applicable when indemnity relates to financial services sector

Indemnity Scope Requirements: Legal principles requiring clear definition of indemnified events, losses, exclusions, limitations, notice requirements, and defense provisions

Liability Principles: Legal framework governing the establishment of liability caps, duration of indemnity obligations, and settlement provisions

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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