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Client Indemnity Form Template for England and Wales

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Key Requirements PROMPT example:

Client Indemnity Form

"I need a Client Indemnity Form for our software development company that will protect us against potential intellectual property claims when providing consulting services to a large financial institution, with the agreement to start from March 2025."

Document background
The Client Indemnity Form is a crucial risk management tool in business relationships governed by English and Welsh law. It is typically employed when a service provider requires protection against potential claims, losses, or liabilities that might arise from their engagement with a client. The document specifies the scope of indemnification, claim procedures, and any limitations. This form is particularly important in professional services, where service providers need protection against third-party claims or client-related risks. The Client Indemnity Form should be carefully drafted to ensure enforceability and clarity of obligations while complying with relevant legislation and case law.
Suggested Sections

1. Parties: Identification and details of the indemnifier and indemnitee

2. Background: Context and purpose of the indemnity arrangement

3. Definitions: Key terms used throughout the document including relevant legislation references

4. Scope of Indemnity: Specific circumstances and losses covered by the indemnity

5. Duration: Period during which the indemnity remains valid

6. Governing Law and Jurisdiction: Confirmation of applicable law and courts (England and Wales)

Optional Sections

1. Insurance Requirements: Details of required insurance coverage and maintenance obligations

2. Claims Procedure: Process for making and handling indemnity claims, including notification requirements

3. Limitations and Exclusions: Specific carve-outs from the indemnity coverage and limitations on liability

Suggested Schedules

1. Schedule 1: Covered Activities: Detailed list of activities and circumstances covered by the indemnity

2. Schedule 2: Claim Form Template: Standard form for submitting indemnity claims

3. Schedule 3: Insurance Requirements: Detailed insurance specifications including types of coverage and minimum coverage levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















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Relevant Industries
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Unfair Contract Terms Act 1977: Primary legislation governing the fairness and enforceability of contractual terms, particularly important for indemnity clauses and limitation of liability provisions

Consumer Rights Act 2015: Key legislation applicable when dealing with consumer contracts, setting out requirements for fairness and transparency in contract terms

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for indemnity arrangements affecting third parties

Limitation Act 1980: Establishes time limits within which legal claims must be brought, affecting the temporal scope of indemnity provisions

Common Law Contract Principles: Fundamental principles covering contract formation, consideration, and intention to create legal relations

Misrepresentation Law: Legal principles governing false statements or misleading information that induced contract formation

Duty of Care Principles: Common law principles establishing the standard of care and responsibilities owed between parties

Financial Services and Markets Act 2000: Regulatory framework for financial services, relevant if the indemnity relates to financial services activities

Data Protection Act 2018: Legislation governing the processing of personal data, including requirements for data protection provisions in contracts

UK GDPR: Post-Brexit data protection regulation implementing European-style data protection requirements in UK law

Hadley v Baxendale (1854): Landmark case law establishing principles for remoteness of damage in contract law

Photo Production Ltd v Securicor Transport Ltd [1980]: Key case law regarding the interpretation and enforcement of limitation of liability clauses

Canada Steamship Lines Ltd v The King [1952]: Leading case establishing principles for interpretation of indemnity clauses

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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