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Indemnity And Undertaking Agreement
"I need an Indemnity and Undertaking Agreement under Dutch law for a software company (as indemnifying party) providing cybersecurity services to a financial institution, specifically covering data breach incidents and system failures, with implementation planned for March 2025."
1. Parties: Identification and details of the indemnifying party and the indemnified party
2. Background: Context of the agreement, including relevant transactions or relationships giving rise to the indemnification
3. Definitions: Definitions of key terms used throughout the agreement, including 'Indemnified Matters', 'Claims', and 'Losses'
4. Scope of Indemnification: Detailed description of matters covered by the indemnity, including specific risks, losses, and circumstances
5. Undertakings: Specific promises and commitments made by the indemnifying party
6. Claims Procedure: Process for making and handling indemnification claims, including notification requirements and timeframes
7. Duration: Term of the indemnity and any survival provisions
8. Limitations: Monetary caps, time limitations, and exclusions to the indemnity obligations
9. Payment Terms: Timing and method of indemnification payments, including currency and payment mechanics
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
11. Notices: Communication procedures and contact details for formal notices
12. Entire Agreement: Integration clause confirming the agreement represents the entire understanding between parties
1. Third Party Rights: Include when third parties may have rights under the indemnity (e.g., directors, officers, employees)
2. Security: Include when collateral or security is required to support the indemnity obligations
3. Insurance: Include when specific insurance requirements are linked to the indemnity
4. Tax Provisions: Include when tax implications of indemnity payments need to be addressed
5. Group Company Provisions: Include when the indemnity extends to affiliated companies or group entities
6. Confidentiality: Include when sensitive information will be exchanged as part of claims process
7. Assignment: Include when transfer rights need to be specifically addressed
8. Force Majeure: Include when certain events should excuse performance of obligations
1. Schedule 1 - Specific Indemnified Matters: Detailed list of specific risks, liabilities, or circumstances covered by the indemnity
2. Schedule 2 - Claims Handling Procedure: Detailed process flow and requirements for making and handling claims
3. Schedule 3 - Contact Details: Complete contact information for all relevant parties and representatives
4. Schedule 4 - Form of Claim Notice: Template for submitting indemnification claims
5. Appendix A - Related Agreements: List of any related agreements referenced in the indemnity
6. Appendix B - Calculation of Losses: Methodology for calculating indemnifiable losses
Authors
Financial Services
Manufacturing
Real Estate
Energy
Technology
Healthcare
Construction
Professional Services
Insurance
Telecommunications
Transportation and Logistics
Mining and Natural Resources
Legal
Finance
Risk Management
Compliance
Treasury
Corporate Secretariat
Commercial
Insurance
Mergers and Acquisitions
Business Development
Executive Management
General Counsel
Legal Director
Chief Financial Officer
Risk Manager
Compliance Officer
Corporate Secretary
Finance Director
Chief Executive Officer
Commercial Director
Head of Legal
Treasury Manager
Insurance Manager
Contract Manager
Business Development Director
Chief Risk Officer
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