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Indemnification Contract Template for Hong Kong

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Key Requirements PROMPT example:

Indemnification Contract

"I need an Indemnification Contract under Hong Kong law where my technology company will indemnify a major client against any intellectual property claims arising from the use of our software, with a liability cap of HKD 10 million and a claim period ending March 1, 2025."

Document background
The Indemnification Contract is a vital risk management instrument used when parties need to allocate potential risks and establish clear obligations for compensation in case of specified losses or damages. This document is particularly relevant in commercial transactions, corporate restructuring, service agreements, and other business arrangements where one party seeks protection against potential future liabilities. Under Hong Kong law, these agreements must comply with specific legislative requirements, including the Control of Exemption Clauses Ordinance and the Contract and Rights of Third Parties Ordinance. The document typically includes detailed provisions on claim procedures, limitations, exclusions, and enforcement mechanisms, making it essential for businesses operating in Hong Kong to have properly structured indemnification arrangements that are both enforceable and commercially practical.
Suggested Sections

1. Parties: Identifies and defines the indemnifier and indemnitee with their full legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement

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

5. Indemnification Obligations: Details the specific obligations of the indemnifier, including timing and extent of coverage

6. Claims Procedure: Outlines the process for making and responding to indemnification claims

7. Limitations and Exclusions: Specifies any caps, carve-outs, or exclusions from the indemnification obligations

8. Duration: Specifies how long the indemnification obligations remain in effect

9. Notices: Sets out how and where formal notices under the agreement should be given

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

Optional Sections

1. Security: Include when the indemnifier must provide security for their obligations (e.g., bank guarantee, parent company guarantee)

2. Insurance: Include when specific insurance requirements are needed to back the indemnification

3. Third Party Rights: Include when the indemnification is intended to benefit or affect third parties

4. Subrogation Rights: Include when the indemnifier should have rights to pursue claims against third parties

5. Tax Provisions: Include when there are specific tax implications or tax-related indemnities

6. Confidentiality: Include when the parties need to keep the terms of the indemnification confidential

7. Force Majeure: Include when certain events should excuse or suspend indemnification obligations

Suggested Schedules

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

2. Schedule 2 - Claim Form Template: Standard form for making indemnification claims

3. Schedule 3 - Security Details: Details of any security or collateral provided to support the indemnification obligations

4. Schedule 4 - Insurance Requirements: Specific insurance policies and coverage levels required

5. Schedule 5 - Excluded Claims: Detailed list of specifically excluded claims or circumstances

6. Appendix A - Notice Details: Contact details and addresses for notices under the agreement

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

Insurance

Construction

Manufacturing

Technology

Healthcare

Real Estate

Professional Services

Energy

Transportation

Retail

Telecommunications

Relevant Teams

Legal

Risk Management

Compliance

Finance

Commercial

Operations

Corporate Secretarial

Insurance

Business Development

Project Management

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Risk Manager

Compliance Officer

Chief Financial Officer

Commercial Director

Contract Manager

Corporate Secretary

Insurance Manager

Legal Counsel

Business Development Manager

Operations Director

Project Manager

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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