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1. Parties: Identification of the Indemnifier and Indemnitee, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Claims'
4. Scope of Indemnity: Clear description of what risks, losses, or liabilities are covered by the indemnity
5. Indemnification Obligations: Detailed provisions of the indemnifier's obligations, including timing and method of payment
6. Notice Requirements: Procedures and timeframes for notifying the indemnifier of claims or potential claims
7. Claims Procedure: Process for handling claims, including defense rights and settlement procedures
8. Duration: Term of the indemnity and any survival provisions
9. Limitations and Exclusions: Any caps, exclusions, or limitations on the indemnity obligations
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities compliant with UAE requirements
1. Third Party Rights: Include when the indemnity may benefit or affect third parties
2. Insurance Requirements: Include when specific insurance coverage is required to support the indemnity
3. Security Provisions: Include when additional security (such as bank guarantees) is required
4. Currency and Payment Terms: Include when payments may be made in multiple currencies or specific payment terms are needed
5. Force Majeure: Include when certain events should excuse performance of indemnity obligations
6. Assignment and Transfer: Include when rights under the indemnity may need to be assigned or transferred
7. Dispute Resolution: Include when specific arbitration or mediation procedures are desired
1. Schedule 1 - Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnity
2. Schedule 2 - Calculation of Losses: Methodology for calculating indemnifiable losses and expenses
3. Schedule 3 - Claims Procedures: Detailed procedures for claim notification, handling, and resolution
4. Schedule 4 - Notice Requirements: Forms and procedures for giving notice under the agreement
5. Appendix A - Form of Claim Notice: Standard form for notifying claims under the indemnity
6. Appendix B - Security Documents: Forms of any required security documents or guarantees
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