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Indemnification Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Indemnification Agreement

"I need an Indemnification Agreement under Hong Kong law for my technology company to protect our directors and senior executives against potential claims arising from a planned software product launch in March 2025, with specific coverage for intellectual property disputes and customer data incidents."

Document background
The Indemnification Agreement serves as a critical risk allocation tool in various commercial and corporate transactions under Hong Kong law. This document is typically used when parties need to clearly define their respective obligations regarding potential losses, liabilities, or damages that may arise from specific business activities or relationships. The agreement becomes particularly relevant in corporate transactions, service agreements, director and officer protection arrangements, and commercial contracts where risk allocation is crucial. It must comply with Hong Kong's common law principles and statutory requirements, including the Contract Ordinance (Cap. 23) and Control of Exemption Clauses Ordinance (Cap. 71). The document includes detailed provisions on claim procedures, notice requirements, and enforcement mechanisms, tailored to the specific needs of the transaction while ensuring compliance with Hong Kong legal requirements.
Suggested Sections

1. Parties: Identifies and defines the indemnifying party (indemnitor) and the party being indemnified (indemnitee)

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

3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events'

4. Scope of Indemnification: Clearly defines what losses, damages, and events are covered by the indemnification

5. Indemnification Procedure: Details the process for making indemnification claims and the response requirements

6. Notice Requirements: Specifies how and when notice of claims must be given

7. Defense of Claims: Outlines procedures for defending against third-party claims and allocation of control over defense

8. Payment and Reimbursement: Specifies timing and method of indemnification payments

9. Duration: Establishes the term of the indemnification obligations

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

11. General Provisions: Standard contractual provisions including notices, amendments, and assignment

Optional Sections

1. Insurance Requirements: Required when parties need to maintain specific insurance coverage to support indemnification obligations

2. Limitations on Indemnification: Used when parties agree to caps or exclusions on indemnification obligations

3. Security for Indemnification: Include when collateral or security is required to secure indemnification obligations

4. Cross-Indemnification: Used when both parties are providing reciprocal indemnification

5. Survival: Required when certain indemnification obligations need to survive termination of the agreement

6. Tax Treatment: Include when tax implications of indemnification payments need to be addressed

7. Third Party Rights: Required when third parties are intended beneficiaries of the indemnification

Suggested Schedules

1. Schedule of Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnification

2. Schedule of Calculation Methods: Formulas or methods for calculating indemnification amounts

3. Schedule of Claim Procedures: Detailed procedures and requirements for making and processing claims

4. Schedule of Insurance Requirements: Specific insurance types, coverage amounts, and requirements

5. Schedule of Excluded Claims: List of specific exclusions from the indemnification coverage

6. Appendix - Claim Form Template: Standard form for submitting indemnification claims

7. Appendix - Notice Requirements: Detailed notice procedures and contact information for claims

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
































Clauses



























Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Construction

Manufacturing

Technology

Professional Services

Healthcare

Energy

Telecommunications

Transportation

Retail

Mining

Education

Relevant Teams

Legal

Compliance

Risk Management

Corporate Secretariat

Finance

Operations

Commercial

Executive Management

Board of Directors

Procurement

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Risk Manager

Compliance Officer

Director of Operations

Commercial Director

Contract Manager

Chief Risk Officer

Board Director

Company Secretary

Managing Director

Vice President of Legal Affairs

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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