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1. Parties: Identification of the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified), including full legal names and addresses
2. Background: Recitals explaining the context and purpose of the indemnity arrangement
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', etc.
4. Scope of Indemnity: Detailed description of what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Obligations: Core provisions detailing the Indemnitor's obligations, including timing and nature of payments
6. Exclusions: Specific circumstances or types of losses that are excluded from the indemnity coverage
7. Claims Procedure: Process for making and responding to indemnification claims, including notice requirements and timeframes
8. Duration: Term of the indemnity and survival provisions
9. Limitation of Liability: Any caps or limitations on the indemnification obligation
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and choice of courts/jurisdiction
11. Execution: Signature blocks and execution formalities compliant with UAE requirements
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage as part of the indemnity arrangement
2. Cross-Indemnification: Used when both parties are providing reciprocal indemnities to each other
3. Security: Include when additional security (such as bank guarantees) is required to support the indemnity obligations
4. Third Party Rights: Required when the indemnity extends to cover affiliated parties or specific third parties
5. Assignment: Include when transfer of indemnity rights needs to be addressed
6. Force Majeure: Optional section addressing how extraordinary events affect indemnity obligations
7. Dispute Resolution: Detailed dispute resolution procedures, including potential arbitration provisions
8. Confidentiality: Include when the indemnity relates to confidential matters or transactions
1. Schedule 1 - Specific Indemnified Events: Detailed list of events, circumstances, or matters covered by the indemnity
2. Schedule 2 - Calculation of Losses: Methodology for calculating indemnifiable losses and expenses
3. Schedule 3 - Claim Form Template: Standard form for making indemnification claims
4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum amounts
5. Schedule 5 - Security Documents: Forms of any required security documents or guarantees
6. Appendix A - Notice Requirements: Detailed procedures and contact information for serving notices
7. Appendix B - Related Agreements: List of any related agreements that may affect the indemnity obligations
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