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1. Parties: Identification of the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified), including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the indemnification
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and 'Indemnification Events'
4. Scope of Indemnification: Clear delineation of what losses, damages, and claims are covered under the indemnification obligation
5. Indemnification Obligations: Detailed description of the Indemnitor's obligations, including timing and nature of payments or actions required
6. Procedure for Claims: Step-by-step process for making and handling indemnification claims, including notice requirements and time limits
7. Limitations and Exclusions: Specific limitations on the indemnification obligation, including caps, exclusions, and time limits
8. Defense of Claims: Procedures for defending against third-party claims, including control of defense and settlement rights
9. Duration: Term of the indemnification obligations, including survival periods post-contract termination
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and designation of competent courts
11. Notices: Process and requirements for sending formal notices under the agreement
12. General Provisions: Standard contractual provisions including amendments, assignment, and severability
1. Insurance Requirements: Required when the indemnification should be backed by specific insurance coverage
2. Security Provisions: Include when additional security (such as bank guarantees or parent company guarantees) is required to secure the indemnification obligations
3. Mutual Indemnification: Used when both parties are providing reciprocal indemnification obligations
4. Compliance with Sharia: Include specific provisions ensuring compliance with Islamic law principles when the contract needs to be Sharia-compliant
5. Cross-Border Provisions: Required when the indemnification involves cross-border elements or foreign parties
6. Confidentiality: Include when the indemnification relates to or requires the sharing of confidential information
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, circumstances, or matters covered by the indemnification
2. Schedule 2 - Claim Procedures: Detailed procedures and forms for making and processing indemnification claims
3. Schedule 3 - Insurance Requirements: Specific insurance types, coverage amounts, and requirements if applicable
4. Schedule 4 - Pre-Existing Claims: List of known claims or circumstances that may give rise to indemnification claims
5. Appendix A - Form of Claim Notice: Standard template for submitting indemnification claims
6. Appendix B - Contact Details: Detailed contact information for notices and claim submissions
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