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Indemnity Service Agreement Template for Philippines

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Key Requirements PROMPT example:

Indemnity Service Agreement

"I need an Indemnity Service Agreement for an IT consulting firm providing cloud migration services to a financial institution, with liability caps of 3x annual contract value and specific data protection provisions, to commence from March 1, 2025."

Document background
The Indemnity Service Agreement is a crucial legal document used when establishing professional service relationships under Philippine law where specific risk allocation is essential. It combines elements of a service agreement with detailed indemnification provisions, making it particularly valuable in scenarios where service provision carries significant potential liabilities or risks. The agreement ensures compliance with Philippine legal requirements, including the Civil Code, Corporation Code, and relevant industry regulations. This document type is commonly used in professional services, technology implementations, facility management, and other scenarios where clear delineation of responsibilities and risk allocation is necessary. It typically includes comprehensive service specifications, performance standards, payment terms, and detailed indemnification mechanisms that protect both parties' interests while maintaining alignment with Philippine legal frameworks.
Suggested Sections

1. Parties: Identification of the service provider and recipient, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and purpose of the service arrangement

3. Definitions: Key terms used throughout the agreement, including specific service-related terminology and indemnification concepts

4. Scope of Services: Detailed description of services to be provided, including standards and deliverables

5. Service Provider's Obligations: Comprehensive list of provider's duties, responsibilities, and performance standards

6. Client's Obligations: Client's responsibilities, including providing access, information, and cooperation

7. Fees and Payment Terms: Service fees, payment schedule, invoicing procedures, and payment methods

8. Indemnification: Detailed indemnification obligations, including scope, procedures, and limitations

9. Term and Termination: Duration of agreement, renewal terms, and termination circumstances

10. Representations and Warranties: Parties' assurances regarding capacity, authority, and service quality

11. Liability and Limitations: Extent and limitations of liability, including caps and excluded damages

12. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement

Optional Sections

1. Intellectual Property Rights: Include when services involve creation or use of intellectual property

2. Confidentiality: Add when services involve access to sensitive or proprietary information

3. Insurance Requirements: Include when specific insurance coverage is required for services

4. Data Protection: Add when services involve processing personal or sensitive data

5. Force Majeure: Include for long-term service arrangements or where external factors may impact performance

6. Non-Competition: Add when protecting against competitive activities is relevant

7. Dispute Resolution: Include detailed ADR procedures when parties prefer specific resolution mechanisms

8. Personnel Requirements: Add when specific qualifications or security clearances are required

Suggested Schedules

1. Schedule A - Service Specifications: Detailed description of services, performance metrics, and delivery standards

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule C - Service Levels: Performance standards, KPIs, and measurement criteria

4. Schedule D - Required Insurance Coverage: Specific insurance types and coverage amounts

5. Schedule E - Key Personnel: List of key service provider personnel and their roles

6. Appendix 1 - Reporting Requirements: Templates and specifications for required service reports

7. Appendix 2 - Contact Details: Key contacts and escalation procedures for both parties

Authors

Alex Denne

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

Relevant legal definitions














































Clauses









































Relevant Industries

Professional Services

Information Technology

Construction

Manufacturing

Healthcare

Financial Services

Engineering

Facilities Management

Consulting

Industrial Services

Energy

Telecommunications

Relevant Teams

Legal

Operations

Risk Management

Procurement

Compliance

Finance

Commercial

Business Development

Contract Administration

Project Management

Service Delivery

Account Management

Relevant Roles

Legal Counsel

Contract Manager

Risk Manager

Operations Director

Chief Operating Officer

Procurement Manager

Compliance Officer

Project Manager

Business Development Manager

General Manager

Chief Financial Officer

Commercial Director

Service Delivery Manager

Account Executive

Legal Director

Chief Legal 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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