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Indemnification Contract
"I need an Indemnification Contract under Belgian law for a software development company (as indemnifier) providing services to a financial institution (as indemnitee), with specific focus on data breach risks and intellectual property infringement claims."
1. Parties: Identification and details of the indemnifier and indemnitee
2. Background: Context of the indemnification 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 the events, losses, and circumstances covered by the indemnification
5. Indemnification Obligations: Specific obligations of the indemnifier, including payment terms and timing
6. Procedure for Claims: Process for notifying and handling indemnification claims
7. Limitations and Exclusions: Specific limitations on the indemnification obligation, including caps and excluded events
8. Duration: Term of the indemnification obligation and survival periods
9. Notice Requirements: Formal requirements for notifications between parties
10. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
11. Signatures: Execution block for parties' signatures
1. Third Party Claims: Procedures for handling claims made by third parties - include when third party claims are likely
2. Insurance Requirements: Obligations to maintain insurance coverage - include when specific insurance is required
3. Security for Indemnification: Requirements for security or collateral - include for high-value indemnifications
4. Tax Implications: Treatment of tax aspects - include when significant tax consequences exist
5. Assignment and Succession: Rules for transferring indemnification rights - include for long-term obligations
6. Alternative Dispute Resolution: Mediation or arbitration procedures - include when preferred over court proceedings
7. Force Majeure: Treatment of extraordinary events - include when relevant to covered risks
8. Confidentiality: Confidentiality obligations - include when sensitive information is involved
1. Schedule of Covered Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule of Calculation Methods: Methodology for calculating losses and compensation amounts
3. Schedule of Claim Procedures: Detailed procedures and forms for making claims
4. Schedule of Excluded Events: Specific exclusions from the indemnification coverage
5. Schedule of Key Contacts: Contact information for relevant parties and representatives
6. Appendix - Claim Form Template: Standard form for submitting indemnification claims
7. Appendix - Supporting Documents: List of required supporting documentation for claims
Authors
Financial Services
Manufacturing
Construction
Professional Services
Technology
Healthcare
Real Estate
Energy
Transportation
Insurance
Retail
Telecommunications
Legal
Finance
Risk Management
Compliance
Corporate Development
Operations
Treasury
Insurance
Mergers & Acquisitions
Corporate Governance
Commercial
Legal Counsel
Risk Manager
Chief Financial Officer
Compliance Officer
Corporate Secretary
Business Development Manager
Contract Manager
Chief Legal Officer
Finance Director
Insurance Manager
Operations Director
Corporate Development Manager
Mergers & Acquisitions Manager
General Counsel
Treasury Manager
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