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Deed Of Indemnity
"I need a Deed of Indemnity to protect my technology company against potential intellectual property claims when acquiring a software startup, with the indemnity period starting from March 1, 2025, and covering all historical IP development by the target company."
1. Parties: Identification of the Indemnifier(s) and Indemnitee(s) with full legal names and addresses
2. Background: Context of the indemnity arrangement, including reference to any related agreements or circumstances necessitating the indemnity
3. Definitions: Detailed definitions of key terms used throughout the deed, including 'Indemnified Matters', 'Loss', 'Claims', etc.
4. Execution as a Deed: Express statement that the document is executed and delivered as a deed
5. Scope of Indemnity: Clear description of what losses, damages, or liabilities are covered by the indemnity
6. Indemnification Obligations: Detailed provisions setting out the indemnifier's obligations, including timing and method of payment
7. Duration: Period for which the indemnity remains valid and enforceable
8. Claims Procedure: Process for making and handling indemnity claims, including notice requirements and time limits
9. Limitations and Exclusions: Any limitations on the indemnity obligation and specific exclusions from coverage
10. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
11. Execution: Formal execution blocks meeting deed requirements including witness provisions
1. Multiple Indemnifiers: Section addressing joint and several liability when there are multiple indemnifiers
2. Security Provisions: Where security is provided to support the indemnity obligations
3. Insurance Requirements: Obligations to maintain specific insurance coverage related to indemnified matters
4. Step-In Rights: Rights of the indemnifier to take control of proceedings or negotiations related to claims
5. Assignment and Transfer: Provisions regarding the ability to transfer rights or obligations under the deed
6. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration
7. Subrogation Rights: Rights of the indemnifier to step into the shoes of the indemnitee for certain purposes
8. Third Party Rights: Provisions addressing whether third parties have any rights under the deed
1. Schedule of Indemnified Matters: Detailed list or description of specific matters, events, or circumstances covered by the indemnity
2. Schedule of Excluded Matters: Specific exclusions from the scope of the indemnity
3. Claim Form Template: Standard form for making claims under the indemnity
4. Related Agreements: Copies or details of any related agreements referenced in the main deed
5. Security Details: Details of any security provided, including assets or guarantees
6. Calculation Methodology: Methods for calculating losses or damages under the indemnity
7. Notice Requirements: Detailed procedures and requirements for giving notices under the deed
Authors
Financial Services
Construction
Real Estate
Manufacturing
Technology
Professional Services
Healthcare
Energy
Mining
Infrastructure
Transportation
Insurance
Retail
Legal
Risk Management
Compliance
Corporate Secretariat
Finance
Executive Leadership
Board of Directors
Mergers & Acquisitions
Commercial Operations
Treasury
Chief Legal Officer
General Counsel
Legal Director
Corporate Lawyer
Risk Manager
Chief Financial Officer
Compliance Officer
Corporate Secretary
Director of Contracts
Senior Legal Counsel
Transaction Manager
Chief Risk Officer
Board Director
Company Secretary
Commercial Director
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