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Indemnification Contract
"I need an Indemnification Contract under Dutch law for our technology company (as Indemnitor) to protect a major client's intellectual property and data assets during a software implementation project starting March 2025, with specific coverage for cybersecurity incidents and data breaches."
1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified), including their legal details and representatives
2. Background: Explains the context and purpose of the indemnification agreement, including the underlying relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events', and other relevant terms
4. Scope of Indemnification: Clearly defines what events, losses, or circumstances are covered by the indemnification obligation
5. Indemnification Obligations: Details the specific obligations of the Indemnitor, including financial responsibilities and duty to defend
6. Procedure for Claims: Outlines the process for making and handling indemnification claims, including notice requirements and timeframes
7. Limitations and Exclusions: Specifies any caps on liability, excluded events, or circumstances where indemnification doesn't apply
8. Duration: Specifies how long the indemnification obligations remain in effect
9. Governing Law and Jurisdiction: Confirms Dutch law as governing law and specifies jurisdiction for dispute resolution
10. Signatures: Execution block for parties to sign and date the agreement
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage to support indemnification obligations
2. Third Party Rights: Needed when the indemnification extends to affiliates, directors, officers, or other related parties
3. Security Provisions: Include when additional security (such as bank guarantees or escrow arrangements) is required to secure the indemnification obligations
4. Subrogation Rights: Include when dealing with insurance-related matters or specific rights of recovery
5. Alternative Dispute Resolution: Optional section for specifying mediation or arbitration procedures before court litigation
6. Force Majeure: Include when certain extraordinary events should affect indemnification obligations
7. Confidentiality: Required when the indemnification relates to sensitive information or trade secrets
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule 2 - Calculation of Losses: Methodology for calculating losses and damages under the agreement
3. Schedule 3 - Claims Procedure: Detailed step-by-step process for making and handling claims
4. Schedule 4 - Insurance Requirements: Specific insurance types, coverage amounts, and requirements
5. Appendix A - Notice Requirements: Forms and templates for required notices under the agreement
6. Appendix B - Related Agreements: List of other agreements referenced or relevant to the indemnification obligations
Authors
Financial Services
Technology
Manufacturing
Construction
Healthcare
Professional Services
Energy
Real Estate
Transportation
Insurance
Telecommunications
Retail
Pharmaceuticals
Mining and Natural Resources
Legal
Compliance
Risk Management
Finance
Corporate Governance
Operations
Business Development
Commercial
Insurance
Corporate Affairs
Chief Legal Officer
General Counsel
Legal Director
Risk Manager
Compliance Officer
Chief Financial Officer
Contract Manager
Corporate Secretary
Business Development Director
Chief Executive Officer
Insurance Manager
Operations Director
Project Manager
Commercial Director
Chief Risk Officer
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