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Indemnification Contract
"I need an Indemnification Contract under Austrian law for my software company to protect against third-party intellectual property claims, with specific provisions for cross-border software licensing and implementation services."
1. Parties: Identification and details of the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Claims'
4. Scope of Indemnification: Detailed description of events, losses, and circumstances covered by the indemnification
5. Indemnification Process: Procedures for making claims, notice requirements, and handling of claims
6. Defense of Claims: Rights and obligations regarding legal defense of claims, including control of defense and settlement
7. Payment and Reimbursement: Terms for payment of indemnified amounts and timing of reimbursements
8. Limitations and Exclusions: Specific limitations on indemnification obligations and excluded events or losses
9. Duration: Term of the indemnification obligations and survival provisions
10. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support indemnification obligations
2. Third Party Rights: Include when indemnification extends to affiliated parties or other third parties
3. Security Provisions: Add when collateral or security is required to secure indemnification obligations
4. Subrogation Rights: Include when dealing with insurance-related aspects or recovery rights
5. Currency and Exchange Rates: Required for cross-border indemnification involving multiple currencies
6. Tax Implications: Add when indemnification payments have significant tax consequences
7. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
1. Schedule of Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule of Pre-Existing Claims: List of known claims or circumstances that exist at the time of agreement
3. Schedule of Excluded Events: Detailed list of specifically excluded events or circumstances
4. Schedule of Contact Persons: List of authorized representatives for notices and claims processing
5. Appendix A - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix B - Notice Requirements: Detailed procedures and requirements for giving notices under the agreement
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Chief Legal Officer
Legal Counsel
Risk Manager
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Chief Financial Officer
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General Counsel
Contract Manager
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Chief Executive Officer
Insurance Manager
Operations Director
Chief Risk Officer
M&A Director
Corporate Governance Officer
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