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Standard Indemnification Agreement
"I need a Standard Indemnification Agreement for our technology company to protect us against potential claims arising from software services provided by our Philippine subsidiary to international clients, with specific focus on data privacy and intellectual property claims."
1. Parties: Identification of the Indemnitor and Indemnitee, including their complete legal names, addresses, and corporate details
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification
3. Definitions: Defined terms used throughout the agreement, including 'Indemnified Losses', 'Claims', 'Indemnification Obligations'
4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification
5. Indemnification Procedures: Process for making claims, notice requirements, defense of claims, and settlement procedures
6. Payment and Reimbursement: Terms for payment of indemnified amounts, including timing and method of payment
7. Duration: Term of the indemnification obligations and survival periods
8. Limitations and Exclusions: Specific limitations on indemnification obligations and excluded claims
9. Representations and Warranties: Basic representations regarding authority to enter agreement and validity of claims
10. General Provisions: Standard contract clauses including notices, amendments, governing law, and dispute resolution
1. Insurance Requirements: Additional insurance obligations of either party - include when specific insurance coverage is required
2. Third Party Claims: Specific procedures for handling third party claims - include when third party claims are likely
3. Security for Indemnification: Requirements for security or collateral - include when financial security is required
4. Cross-Indemnification: Mutual indemnification provisions - include when both parties are providing indemnification
5. Subrogation Rights: Rights of subrogation and related procedures - include when subrogation rights are relevant
6. Tax Implications: Treatment of tax consequences - include when significant tax implications exist
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule B - Claim Notification Form: Standard form for submitting indemnification claims
3. Schedule C - Calculation of Losses: Methodology for calculating indemnifiable losses
4. Appendix 1 - Contact Information: Detailed contact information for notices and claim submissions
5. Appendix 2 - Required Documentation: List of required supporting documents for claims
Authors
Manufacturing
Financial Services
Construction
Technology
Healthcare
Real Estate
Energy
Transportation
Professional Services
Retail
Mining
Agriculture
Telecommunications
Legal
Finance
Risk Management
Compliance
Corporate Governance
Operations
Business Development
Corporate Affairs
Contract Administration
Project Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Risk Manager
Compliance Officer
Contract Manager
Legal Director
Finance Director
Business Development Director
Corporate Governance Officer
Operations Director
Project Manager
Senior Legal Counsel
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