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Subcontractor Indemnification Agreement Template for England and Wales

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Key Requirements PROMPT example:

Subcontractor Indemnification Agreement

"I need a Subcontractor Indemnification Agreement for a large-scale construction project in Manchester, where our main contractor will be working with multiple specialist subcontractors for electrical and plumbing work, with particular emphasis on health and safety compliance and risk allocation for work in occupied buildings."

Document background
The Subcontractor Indemnification Agreement is essential in projects where work is delegated to specialized subcontractors, particularly in construction, engineering, and professional services. This agreement, governed by English and Welsh law, protects the main contractor from potential losses or liabilities arising from the subcontractor's work. It typically includes specific indemnification obligations, insurance requirements, and risk allocation provisions, ensuring clear accountability and legal protection for all parties involved.
Suggested Sections

1. Parties: Identifies the contracting parties and their registered details

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Indemnification: Details the specific risks and liabilities covered by the indemnity

5. Obligations of Parties: Outlines the duties and responsibilities of each party

6. Duration and Termination: Specifies the term of the agreement and termination provisions

7. Insurance Requirements: Specifies required insurance coverage and limits

8. Governing Law and Jurisdiction: Specifies that English and Welsh law governs the agreement and establishes jurisdiction

Optional Sections

1. Intellectual Property Rights: Addresses IP ownership and licenses when the subcontractor's work involves creation of intellectual property

2. Confidentiality: Protects sensitive information exchanged between parties during the course of the agreement

3. Force Majeure: Addresses unforeseeable circumstances that may prevent parties from fulfilling their obligations

4. Data Protection: Includes provisions for compliance with UK GDPR and Data Protection Act 2018 when personal data is processed

5. Dispute Resolution: Sets out specific procedures for resolving disputes before resorting to litigation

Suggested Schedules

1. Schedule 1 - Services: Detailed description of subcontractor's scope of work and deliverables

2. Schedule 2 - Insurance Requirements: Detailed insurance specifications including types of coverage and minimum coverage limits

3. Schedule 3 - Form of Indemnity: Standard form of indemnity to be used, including specific indemnification obligations

4. Schedule 4 - Parent Company Guarantee: Template form of parent company guarantee if required for additional security

5. Schedule 5 - Key Performance Indicators: Specific performance metrics and standards the subcontractor must meet

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how third parties may enforce terms of a contract, crucial for subcontractor relationships and indemnification provisions

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly relevant for limitation of liability and indemnification clauses

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving goods and services, affecting subcontractor obligations

Construction Act 1996: Housing Grants, Construction and Regeneration Act - Specifically regulates construction contracts and payment terms

Limitation Act 1980: Establishes time limits for bringing different types of legal claims, affecting indemnification periods

Employment Rights Act 1996: Defines basic employment rights that may affect subcontractor relationships and responsibilities

Health and Safety at Work Act 1974: Sets out health and safety obligations that must be considered in subcontractor arrangements

Working Time Regulations 1998: Governs working hours and conditions, relevant for subcontractor management

IR35 Regulations: Off-payroll working rules affecting tax status and classification of contractors

Employers' Liability (Compulsory Insurance) Act 1969: Mandates employer insurance requirements, including coverage for subcontractors

Construction (Design and Management) Regulations 2015: Specific health and safety requirements for construction projects

Building Regulations 2010: Standards for building work that subcontractors must comply with

UK GDPR: Data protection requirements affecting how personal information is handled in contractual relationships

Data Protection Act 2018: UK's implementation of data protection requirements, including provisions for business data handling

Common Law - Privity of Contract: Legal principle determining who can enforce contractual rights and obligations

Common Law - Limitation of Liability: Principles governing how liability can be limited or excluded in contracts

Common Law - Contributory Negligence: Legal principles regarding shared responsibility for damages or losses

Common Law - Mitigation of Loss: Principle requiring reasonable steps to minimize losses in breach of contract situations

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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