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Indemnity And Undertaking Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Indemnity and Undertaking Agreement is a crucial legal instrument used in various commercial and corporate contexts under Dutch law. It is typically employed in situations where one party needs to provide protection to another against specific risks, losses, or liabilities. Common scenarios include corporate acquisitions, project finance transactions, service agreements, or corporate restructurings. The agreement combines both indemnification provisions (protecting against losses) and undertakings (specific commitments or promises), making it a versatile tool for risk allocation. Under Dutch law, these agreements must be carefully drafted to ensure enforceability and compliance with the Dutch Civil Code, particularly regarding limitations on liability and the principles of reasonableness and fairness.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

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Relevant Industries

Financial Services

Manufacturing

Real Estate

Energy

Technology

Healthcare

Construction

Professional Services

Insurance

Telecommunications

Transportation and Logistics

Mining and Natural Resources

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Corporate Secretariat

Commercial

Insurance

Mergers and Acquisitions

Business Development

Executive Management

Relevant Roles

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

Industries








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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