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Indemnity And Undertaking Agreement
"I need an Indemnity and Undertaking Agreement for a construction project in Dublin, where my company (as the main contractor) will indemnify the project owner against third-party claims arising from construction activities, with a liability cap of €5 million and including specific undertakings about project completion by March 2025."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and registered addresses
2. Background: Sets out the context and circumstances leading to the agreement, including any relevant prior agreements or relationships
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document
4. Scope of Indemnity: Clearly defines what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Obligations: Details the specific obligations of the indemnifying party, including timing and process for payment
6. Undertakings: Lists specific promises and commitments made by the parties
7. Limitations and Exclusions: Specifies any caps, exclusions, or limitations on the indemnity obligations
8. Claims Procedure: Outlines the process for making and responding to indemnity claims
9. Duration and Survival: Specifies how long the indemnity remains in effect and which provisions survive termination
10. Governing Law and Jurisdiction: Specifies that Irish law governs the agreement and establishes jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support the indemnity
2. Security Provisions: Used when additional security (such as guarantees or bonds) is required to secure the indemnity
3. Regulatory Compliance: Needed when the indemnity relates to specific regulated activities or sectors
4. Third Party Rights: Required when third parties may have rights under the indemnity
5. Step-In Rights: Included when one party needs the right to take over certain obligations or activities
6. Multiple Party Provisions: Required when there are multiple indemnifying or indemnified parties
7. Confidentiality: Added when specific confidentiality obligations need to be included beyond standard provisions
1. Schedule 1 - Specified Losses: Detailed list of specific losses or damages covered by the indemnity
2. Schedule 2 - Claim Notice Requirements: Detailed procedures and requirements for submitting claims
3. Schedule 3 - Excluded Events: List of specific events or circumstances excluded from the indemnity coverage
4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types, amounts, and terms
5. Appendix A - Form of Claim Notice: Template for submitting indemnity claims
6. Appendix B - Contact Details: List of key contacts and notice details for all parties
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