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Indemnity Service Agreement
"I need an Indemnity Service Agreement for my IT consultancy firm providing cloud migration services to a financial institution in Ireland, with comprehensive data protection provisions and specific indemnities for cybersecurity incidents, to commence from March 1, 2025."
1. Parties: Identifies and defines the contracting parties - typically the Service Provider and the Client
2. Background: Sets out the context and purpose of the agreement, including brief description of services and parties' intentions
3. Definitions: Defines key terms used throughout the agreement, including specific service-related terminology and indemnification concepts
4. Services: Detailed description of services to be provided, including scope, standards, and delivery requirements
5. Service Provider Obligations: Specific duties and responsibilities of the service provider, including quality standards and performance metrics
6. Client Obligations: Responsibilities and obligations of the client, including cooperation and access requirements
7. Fees and Payment: Payment terms, fee structure, invoicing procedures, and payment schedules
8. Indemnification: Core indemnity provisions, including scope, triggers, exclusions, and claim procedures
9. Insurance: Required insurance coverage, types of policies, and minimum coverage amounts
10. Limitation of Liability: Caps on liability, exclusions, and relationship with indemnity obligations
11. Term and Termination: Duration of agreement, renewal terms, termination rights, and consequences of termination
12. Confidentiality: Protection of confidential information, usage restrictions, and survival terms
13. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, and severability
1. Data Protection: Required when services involve processing personal data, addressing GDPR compliance and related obligations
2. Intellectual Property: Needed when services involve creation, use, or transfer of intellectual property rights
3. Force Majeure: Optional clause addressing unforeseeable circumstances preventing performance
4. Change Control: Include when services may require formal procedures for scope or specification changes
5. Service Levels: Required for agreements with specific performance metrics or KPIs
6. Regulatory Compliance: Include when services are subject to specific regulatory requirements
7. Business Continuity: Important for critical services requiring disaster recovery and continuity planning
8. Exit Management: Needed for complex services requiring detailed transition arrangements upon termination
1. Schedule 1 - Service Description: Detailed specifications of services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: Details of key staff members and their roles (if applicable)
5. Schedule 5 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
6. Appendix A - Form of Change Order: Template for documenting and approving changes to services
7. Appendix B - Security Requirements: Detailed security protocols and requirements
8. Appendix C - Data Processing Agreement: GDPR-compliant data processing terms (if applicable)
Authors
Financial Services
Technology
Professional Services
Healthcare
Construction
Manufacturing
Telecommunications
Energy
Transportation and Logistics
Insurance
Consulting
Real Estate
Facilities Management
Education
Legal
Risk Management
Compliance
Operations
Finance
Procurement
Commercial
Business Development
Project Management
Account Management
Insurance
Service Delivery
Legal Counsel
Risk Manager
Compliance Officer
Commercial Director
Operations Manager
Contract Manager
Chief Financial Officer
Chief Operating Officer
Procurement Manager
Business Development Manager
Project Manager
Account Manager
General Counsel
Chief Legal Officer
Insurance Manager
Service Delivery Manager
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