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Hold Harmless Indemnity Agreement
"I need a Hold Harmless Indemnity Agreement for my software development company to protect us from liability when providing IT consulting services to a large financial institution, with specific coverage for data security incidents and intellectual property claims."
1. Parties: Identifies and defines the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified), including full legal names and addresses
2. Background: Explains the context and purpose of the agreement, including the relationship between the parties and the activities or circumstances giving rise to the need for indemnification
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', and other relevant terminology
4. Scope of Indemnification: Details the specific activities, events, or circumstances covered by the indemnity, and the extent of protection provided
5. Indemnification Obligations: Specifies the Indemnitor's obligations, including defense obligations, payment of losses, and handling of claims
6. Exclusions and Limitations: Outlines specific exclusions from the indemnity coverage and any limitations on the indemnification obligations
7. Notice Requirements: Sets forth the procedures and timeframes for notifying the Indemnitor of claims or potential claims
8. Claims Procedures: Details the process for handling claims, including defense procedures, settlement authority, and cooperation requirements
9. Duration: Specifies the term of the agreement and any survival provisions
10. Governing Law and Jurisdiction: Establishes Irish law as the governing law and specifies jurisdiction for dispute resolution
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage to support the indemnification obligations
2. Third Party Rights: Needed when the indemnification extends to affiliates or other third parties
3. Subrogation Waiver: Include when parties agree to waive rights of subrogation against each other
4. Force Majeure: Add when certain events beyond parties' control should affect indemnification obligations
5. Alternative Dispute Resolution: Include when parties wish to specify mediation or arbitration procedures before litigation
6. Severability: Important when there's risk that certain provisions might be found unenforceable
7. Confidentiality: Include when the agreement involves confidential information or trade secrets
1. Schedule A - Covered Activities: Detailed list of specific activities, operations, or circumstances covered by the indemnification
2. Schedule B - Excluded Events: Comprehensive list of events or circumstances specifically excluded from the indemnification
3. Schedule C - Insurance Requirements: Detailed specifications of required insurance coverage, including types, amounts, and conditions
4. Schedule D - Claims Procedures: Step-by-step procedures for handling claims, including relevant forms and contact information
5. Appendix 1 - Related Entities: List of affiliated entities covered by or excluded from the indemnification provisions
Authors
Construction
Real Estate
Events and Entertainment
Professional Services
Manufacturing
Technology
Healthcare
Transportation and Logistics
Education
Retail
Sports and Recreation
Financial Services
Insurance
Energy
Legal
Risk Management
Operations
Compliance
Finance
Procurement
Commercial
Business Development
Facilities Management
Project Management
Insurance
Corporate Affairs
Legal Counsel
Risk Manager
Contract Manager
Chief Legal Officer
Operations Director
Project Manager
Compliance Officer
Insurance Manager
Commercial Director
Facilities Manager
Chief Financial Officer
Business Development Manager
Property Manager
Procurement Manager
General Counsel
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