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Release Indemnification And Hold Harmless Agreement
"I need a Release Indemnification and Hold Harmless Agreement for my Indonesian technology company to protect us from future claims related to a software development project being completed in March 2025, where we'll be releasing our external contractor from all obligations while they indemnify us against any third-party IP claims."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and addresses
2. Background: Explains the context and circumstances leading to the agreement, including any relevant relationships between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Release: Details the specific claims, rights, or actions being released by the releasing party
5. Indemnification: Specifies the scope of indemnification, including what losses are covered and any limitations
6. Hold Harmless: Establishes the commitment to protect the indemnified party from specified claims or losses
7. Consideration: States the consideration given in exchange for the release and indemnification
8. Representations and Warranties: Contains statements of fact and guarantees made by each party
9. Duration: Specifies how long the release, indemnification, and hold harmless provisions remain in effect
10. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and designates jurisdiction for dispute resolution
11. Execution: Signature blocks and execution requirements, including requirements for Indonesian language version if applicable
1. Insurance: Required when specific insurance coverage must be maintained to support the indemnification obligations
2. Exceptions to Release: Used when certain claims or rights are specifically excluded from the release
3. Third Party Rights: Included when the agreement affects or benefits third parties not directly party to the agreement
4. Severability: Added when parties want to ensure partial enforceability if some provisions are found invalid
5. Assignment: Included when transfer of rights under the agreement needs to be addressed
6. Confidentiality: Required when the circumstances of the release or indemnification involve confidential information
7. Notice Requirements: Added when specific notification procedures for claims or incidents need to be established
8. Dispute Resolution: Required when parties want to specify alternative dispute resolution methods before litigation
1. Schedule A - Released Claims: Detailed list of specific claims, incidents, or circumstances being released
2. Schedule B - Indemnified Parties: Complete list of all parties covered by the indemnification provisions, including affiliates if applicable
3. Schedule C - Excluded Claims: List of specific claims or circumstances excluded from the release or indemnification
4. Appendix 1 - Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms
5. Appendix 2 - Notice Procedures: Detailed procedures for submitting claims or notices under the agreement
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