The General Indemnity Agreement serves as a fundamental risk management instrument in Indonesian business transactions, providing a framework for allocating and managing potential liabilities between parties. This document is typically used when one party needs to protect another against specific risks, losses, or third-party claims, common in various commercial arrangements such as corporate guarantees, construction projects, or service agreements. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPer) and relevant commercial regulations. It becomes particularly important in complex business transactions where clear risk allocation is essential, such as project financing, corporate restructuring, or major commercial contracts. The document should be drafted in both Indonesian and English languages to comply with Law No. 24 of 2009, with provisions specifying which language prevails in case of inconsistency.
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1. Parties: Identification of the Indemnitor(s) and Indemnitee(s) with complete legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification arrangement
3. Definitions: Definitions of key terms including 'Indemnified Losses', 'Claims', 'Indemnification Obligations', and other relevant terms
4. Scope of Indemnification: Detailed description of what losses, damages, and claims are covered by the indemnification
5. Indemnification Procedures: Process for making indemnification claims, notice requirements, and claim handling procedures
6. Defense of Claims: Procedures for defending third-party claims, including control of defense and settlement
7. Payment and Reimbursement: Terms for payment of indemnified amounts, including timing and method of payment
8. Limitations and Exclusions: Any limitations on the indemnification obligations, caps, and excluded claims
9. Duration: Term of the agreement and survival of obligations
10. Representations and Warranties: Basic representations regarding authority to enter agreement and validity of obligations
11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Security Provisions: Include when additional security for indemnification obligations is required, such as guarantees or collateral
2. Insurance Requirements: Include when specific insurance coverage is required to support indemnification obligations
3. Cross-Indemnification: Include when parties are providing mutual indemnification
4. Special Circumstances: Include when specific industries or activities require additional indemnification provisions
5. Language Provisions: Include when agreement is bilingual, specifying which version prevails
6. Corporate Authority: Include for corporate parties, detailing authority and internal approvals
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnification
2. Schedule B - Calculation of Losses: Methodology for calculating indemnifiable losses
3. Schedule C - Claim Form: Standard form for making indemnification claims
4. Schedule D - Security Documents: Forms of any required security documents
5. Appendix 1 - Notice Details: Contact information and procedures for notices
6. Appendix 2 - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney
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