The Hold Harmless and Indemnity Agreement is a crucial risk management tool used in Indonesian business transactions where one party seeks to protect itself from potential claims, losses, or damages arising from specified activities or relationships. This document is particularly vital in commercial arrangements where risk allocation needs to be clearly defined and documented. The agreement must comply with Indonesian legal requirements, including the Indonesian Civil Code (KUH Perdata) and relevant commercial regulations. It is commonly used in construction projects, service agreements, facility usage arrangements, and other business relationships where liability protection is essential. The document typically includes detailed provisions on the scope of indemnification, claim procedures, and enforcement mechanisms, all structured to be effective under Indonesian law.
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Key Requirements PROMPT example:
Hold Harmless And Indemnity Agreement
"I need a Hold Harmless and Indemnity Agreement for my Indonesian construction company to protect us from liability when allowing third-party contractors to use our heavy machinery and equipment on our Jakarta construction site starting March 2025."
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1. Parties: Identifies and provides full details of all parties to the agreement, including their legal status and registered addresses
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties and the basis for the indemnification
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification provision
5. Hold Harmless Provisions: Specifies the hold harmless obligations and the extent of protection provided
6. Duration: Establishes the term of the agreement and any survival provisions
7. Representations and Warranties: Sets out the parties' confirmations regarding their capacity and authority to enter into the agreement
8. Notice Requirements: Specifies procedures for notifying claims and communication between parties
9. Governing Law and Jurisdiction: Establishes Indonesian law as the governing law and specifies jurisdiction for dispute resolution
10. Execution: Formal closing and signature blocks, including requirements for valid execution under Indonesian law
1. Insurance Requirements: Details any insurance obligations of either party to support the indemnification obligations
2. Limitation of Liability: Specifies any caps or exclusions to the indemnification obligations
3. Third Party Rights: Addresses the rights of third parties who may be affected by or benefit from the agreement
4. Force Majeure: Defines circumstances beyond parties' control that may affect performance of obligations
5. Assignment: Specifies whether and how rights under the agreement may be transferred
6. Dispute Resolution: Details specific dispute resolution procedures, including mediation or arbitration requirements
7. Language Requirements: Specifies language versions and which prevails if agreement is bilingual (particularly relevant under Indonesian Law No. 24 of 2009)
1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule 2 - Excluded Claims: List of specific exclusions from the indemnification coverage
3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including types of coverage, minimum amounts, and specific terms
4. Schedule 4 - Claim Procedures: Detailed procedures for making and responding to indemnification claims
5. Appendix A - Form of Notice: Template for formal notices under the agreement
6. Appendix B - Contact Details: Detailed contact information for notices and claims processing
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