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Indemnity Agreement
"I need an Indemnity Agreement under Hong Kong law to protect our company's newly appointed directors and officers against potential claims and liabilities arising from their duties, to be effective from January 2025."
1. Parties: Identifies and defines the indemnitor (party providing indemnity) and indemnitee (party receiving indemnity protection)
2. Background: Explains the context and purpose of the indemnity arrangement
3. Definitions: Defines key terms used throughout the agreement, including scope of indemnified matters
4. Scope of Indemnity: Details the specific risks, losses, and circumstances covered by the indemnity
5. Indemnification Obligations: Specifies the precise obligations of the indemnitor, including payment terms and timing
6. Notice Requirements: Sets out how and when the indemnitee must notify the indemnitor of claims
7. Claims Procedure: Describes the process for making and handling indemnification claims
8. Limitations and Exclusions: Specifies any caps, time limits, or exclusions to the indemnity obligations
9. Duration: Specifies how long the indemnity obligations remain in effect
10. Governing Law and Jurisdiction: Confirms Hong Kong law governs and specifies jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including assignments, amendments, and notices
1. Security: Include when the indemnitor must provide security for their obligations (e.g., bank guarantee, deposit)
2. Insurance: Include when specific insurance requirements are tied to the indemnity obligations
3. Third Party Rights: Include when the indemnity is intended to benefit third parties under the Contracts (Rights of Third Parties) Ordinance
4. Tax Provisions: Include when tax implications of indemnity payments need to be addressed
5. Defense and Settlement: Include when the indemnitor has rights or obligations regarding defending or settling third-party claims
6. Subrogation Rights: Include when addressing the indemnitor's rights to pursue claims against third parties
1. Schedule 1 - Specific Indemnified Matters: Detailed list of specific risks, losses, or circumstances covered by the indemnity
2. Schedule 2 - Claims Procedures: Detailed procedures for claim notification, processing, and payment
3. Schedule 3 - Security Arrangements: Details of any security provided, including form, amount, and maintenance requirements
4. Appendix A - Form of Claim Notice: Template form for submitting indemnification claims
5. Appendix B - Required Documentation: List of documents required to support indemnification claims
Authors
Financial Services
Construction
Real Estate
Insurance
Technology
Manufacturing
Professional Services
Healthcare
Energy
Transportation and Logistics
Mining and Resources
Retail and Consumer Goods
Legal
Risk Management
Compliance
Finance
Operations
Corporate Secretarial
Insurance
Project Management
Executive Management
Procurement
Commercial
Chief Legal Officer
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Company Secretary
Director
Chief Executive Officer
Insurance Manager
Project Manager
Operations Director
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