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Mutual Indemnification Agreement
"I need a Mutual Indemnification Agreement under Philippine law for a joint venture between a local construction company and an international technology provider, with specific focus on protecting both parties against intellectual property claims and construction defects."
1. Parties: Identification of the parties entering into the mutual indemnification agreement
2. Background: Context of the agreement and the relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Parties', 'Losses', 'Claims', etc.
4. Scope of Indemnification: Detailed description of what types of losses, damages, and claims are covered
5. Mutual Indemnification Obligations: The core reciprocal indemnification commitments of each party
6. Procedure for Making Claims: Process and requirements for submitting and handling indemnification claims
7. Limitations and Exclusions: Specific limitations on the indemnification obligations and excluded claims
8. Defense of Claims: Procedures for defending against third-party claims and allocation of responsibilities
9. Notice Requirements: Timing and format requirements for claim notifications
10. Duration of Obligations: Term of the indemnification obligations and survival provisions
11. Insurance Requirements: Mandatory insurance coverage to support indemnification obligations
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details
13. General Provisions: Standard contract provisions including amendments, assignments, and severability
1. Specific Industry Compliance: Additional provisions for regulated industries (e.g., banking, insurance, or telecommunications)
2. Cross-Border Provisions: Additional provisions when parties are from different jurisdictions
3. Security Provisions: Requirements for security deposits or guarantees to support indemnification obligations
4. Subrogation Rights: Provisions regarding rights of subrogation, particularly relevant when insurance is involved
5. Alternative Dispute Resolution: Specific ADR procedures if parties prefer alternatives to court litigation
6. Force Majeure: Provisions addressing effect of force majeure events on indemnification obligations
7. Confidentiality: Provisions for protecting confidential information exchanged during claims process
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule B - Claims Procedures: Detailed procedures and forms for making and processing claims
3. Schedule C - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
4. Schedule D - Contact Information: Designated contacts and addresses for notices and claims
5. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix 2 - Required Documentation: List of required supporting documents for different types of claims
7. Appendix 3 - Corporate Authorizations: Copies of corporate authorizations and board resolutions if required
Authors
Manufacturing
Construction
Technology
Energy
Infrastructure
Real Estate
Mining
Transportation
Healthcare
Telecommunications
Financial Services
Professional Services
Retail
Logistics
Industrial Services
Legal
Risk Management
Compliance
Finance
Operations
Commercial
Business Development
Insurance
Corporate Affairs
Project Management
Procurement
Chief Legal Officer
Legal Director
Corporate Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Project Director
Business Development Manager
Operations Director
Chief Executive Officer
Commercial Director
Insurance Manager
General Counsel
Legal Operations Manager
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