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Standard Indemnity Agreement Template for United States

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Key Requirements PROMPT example:

Standard Indemnity Agreement

"I need a Standard Indemnity Agreement between our tech company (as Indemnitor) and our new software distributor (as Indemnitee), specifically covering intellectual property claims and cyber security incidents, to be effective from March 1, 2025."

Document background
The Standard Indemnity Agreement is a fundamental risk management instrument widely used in the United States business environment. It serves as a protective mechanism where one party (Indemnitor) commits to shield another party (Indemnitee) from specific financial losses, legal liabilities, or damages. This document becomes essential in various business contexts, including corporate transactions, service agreements, construction projects, and commercial relationships where risk allocation is crucial. The agreement must comply with both federal and state-specific regulations, including anti-indemnity statutes and insurance laws. It typically includes detailed provisions for claim procedures, defense obligations, and limitations on liability, tailored to meet the specific needs of the transaction while ensuring enforceability under applicable U.S. laws.
Suggested Sections

1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)

2. Background: Explains the context and purpose of the indemnification arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and other relevant terms

4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification

5. Indemnification Procedures: Outlines the process for making claims, notice requirements, and handling of defense proceedings

6. Duration: Specifies the term of the indemnification obligations, including any survival provisions

7. Limitations and Exclusions: States any caps, carve-outs, or exclusions from the indemnification obligations

8. Notice Requirements: Details how and when notices of claims must be provided

9. Defense of Claims: Describes the rights and obligations regarding defense of third-party claims

10. Governing Law: Specifies the jurisdiction and choice of law governing the agreement

11. Dispute Resolution: Outlines the process for resolving disputes between the parties

12. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Insurance Requirements: Specifies required insurance coverage and terms when the agreement requires supporting insurance

2. Regulatory Compliance: Added when the indemnification relates to specific regulatory requirements or industry standards

3. Security Provisions: Used when collateral or security is required to support the indemnification obligations

4. Third Party Rights: Included when third parties have rights under the indemnification arrangement

5. Special Industry Provisions: Added for industry-specific requirements (e.g., construction, healthcare, technology)

6. Cross-Indemnification: Used when both parties are providing reciprocal indemnification

7. Step-In Rights: Included when the Indemnitee needs rights to take over certain operations or contracts

8. Subrogation Rights: Details rights of subrogation when insurance is involved

Suggested Schedules

1. Schedule A - Specific Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnification

2. Schedule B - Excluded Claims: Detailed list of specifically excluded claims or circumstances

3. Schedule C - Insurance Requirements: Detailed insurance requirements including types, amounts, and specific terms

4. Schedule D - Notice Information: Contact details and procedures for providing notices

5. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims

6. Appendix 2 - Defense Procedures: Detailed procedures for handling the defense of claims

7. Appendix 3 - Calculation of Losses: Methodology 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

Construction

Manufacturing

Financial Services

Technology

Healthcare

Real Estate

Energy

Transportation

Professional Services

Insurance

Retail

Telecommunications

Agriculture

Mining

Entertainment

Relevant Teams

Legal

Risk Management

Finance

Compliance

Operations

Corporate Affairs

Business Development

Insurance

Executive Leadership

Commercial Operations

Project Management

Relevant Roles

General Counsel

Legal Director

Risk Manager

Chief Financial Officer

Chief Executive Officer

Contract Manager

Compliance Officer

Corporate Secretary

Business Development Manager

Project Manager

Operations Director

Insurance Manager

Chief Risk Officer

Legal Counsel

Commercial Director

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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