tiktok³ÉÈ˰æ

Indemnity & Undertaking Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Indemnity & Undertaking Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Indemnity & Undertaking Agreement

"I need an Indemnity & Undertaking Agreement for a software development project where my company will be providing indemnity to a major healthcare provider regarding data protection and service availability, with the agreement to take effect from March 1, 2025."

Document background
The Indemnity & Undertaking Agreement is a crucial risk management tool used in various commercial contexts under United States jurisdiction. It is typically employed when one party needs to protect another against specific risks, losses, or liabilities, while also establishing concrete obligations or commitments between the parties. This document becomes particularly relevant in corporate transactions, project developments, service agreements, or any situation where risk allocation and specific performance commitments are essential. The agreement must comply with both federal and state-specific requirements, particularly regarding the enforceability of indemnification provisions. It is commonly used in conjunction with other commercial agreements to provide additional security and clarity regarding risk allocation and specific obligations. The document requires careful consideration of state-specific anti-indemnity statutes and should be tailored to the particular commercial context and jurisdiction where it will be applied.
Suggested Sections

1. Parties: Identification of the indemnifier(s) and indemnitee(s) with full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and reference to any related primary agreements

3. Definitions: Detailed definitions of key terms including 'Indemnified Matters', 'Claims', 'Losses', and other relevant terms

4. Scope of Indemnity: Clear description of what losses, damages, and circumstances are covered by the indemnity

5. Undertakings: Specific actions or obligations that parties commit to perform or refrain from performing

6. Claims Procedure: Process for making and responding to indemnification claims, including notice requirements and timeframes

7. Duration and Survival: Term of the agreement and which provisions survive termination

8. Limitations and Exclusions: Caps, carve-outs, and exclusions from the indemnity obligations

9. Payment Terms: Timing and method of indemnity payments, including any set-off rights

10. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes

11. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Security: Include when additional security (such as parent company guarantees or letters of credit) is required to support the indemnity

2. Insurance: Include when specific insurance requirements are tied to the indemnity obligations

3. Third Party Rights: Include when indemnity benefits extend to third parties or when third party rights need to be explicitly excluded

4. Tax Provisions: Include when tax implications of indemnity payments need to be addressed

5. Currency Provisions: Include for cross-border agreements where payments may be made in different currencies

6. Step-In Rights: Include when one party needs the right to take over certain activities to minimize losses

7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings

Suggested Schedules

1. Schedule of Indemnified Matters: Detailed list or description of specific matters, risks, or circumstances covered by the indemnity

2. Claims Procedure Protocol: Detailed procedures, forms, and timeframes for making and processing claims

3. Security Details: Specifications of any security provided, including forms of guarantees or security documents

4. Insurance Requirements: Detailed insurance requirements including types, amounts, and acceptable insurers

5. Form of Notice: Template forms for various notices required under the agreement

6. Calculation of Losses: Methodology and principles for calculating indemnifiable losses

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
















































Clauses



































Relevant Industries

Financial Services

Construction

Manufacturing

Technology

Healthcare

Energy

Real Estate

Professional Services

Transportation

Insurance

Mining

Infrastructure

Telecommunications

Retail

Pharmaceuticals

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Commercial

Business Development

Treasury

Insurance

Corporate Secretariat

Executive Leadership

Procurement

Relevant Roles

General Counsel

Legal Director

Risk Manager

Compliance Officer

Chief Financial Officer

Contract Manager

Corporate Secretary

Business Development Director

Project Manager

Operations Director

Chief Executive Officer

Commercial Director

Insurance Manager

Treasury Manager

Chief Risk Officer

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

Find the exact document you need

Director And Officer Indemnification Agreement

A US-governed agreement providing indemnification protection for corporate directors and officers, defining terms for liability coverage and expense advancement in accordance with federal and state laws.

find out more

Indemnity & Undertaking Agreement

A US law-governed agreement establishing indemnification obligations and specific undertakings between parties, including risk allocation and compliance procedures.

find out more

Simple Indemnification Agreement

A U.S.-governed agreement establishing one party's obligation to protect and compensate another party against specified losses or liabilities.

find out more

Standard Indemnification Agreement

A U.S.-governed agreement establishing indemnification obligations between parties, defining protection scope, claim procedures, and liability limitations.

find out more

Contract Of Indemnity And Guarantee

A U.S.-governed legal agreement combining guarantee and indemnity obligations, providing financial security and risk protection in commercial transactions.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.