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Indemnity And Undertaking Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Indemnity And Undertaking Agreement is a crucial legal instrument used in Irish business transactions where one party seeks to protect another against specific risks while securing defined commitments. This document is commonly employed in various scenarios including corporate transactions, service agreements, construction projects, and financial arrangements. It provides a framework for risk allocation and specific promises, detailing the scope of protection, claim procedures, and enforcement mechanisms. The agreement must comply with Irish contract law, the Civil Liability Act 1961, and other relevant legislation, making it essential to have proper legal review during preparation and execution. It's particularly important in situations involving significant financial exposure, regulatory requirements, or complex business relationships where clear risk allocation and specific commitments are necessary.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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








































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Relevant Industries

Financial Services

Construction

Manufacturing

Professional Services

Technology

Real Estate

Healthcare

Energy

Transportation

Insurance

Telecommunications

Education

Retail

Agriculture

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Corporate Affairs

Commercial

Insurance

Procurement

Business Development

Company Secretariat

Internal Audit

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Contract Manager

Chief Financial Officer

Project Manager

Business Development Director

Operations Manager

General Counsel

Company Secretary

Commercial Director

Insurance Manager

Chief Risk Officer

Corporate Lawyer

Transaction 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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