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Indemnification Contract
"I need an Indemnification Contract for a large-scale construction project in Auckland, where my company (as the main contractor) will indemnify the property developer against any third-party claims arising from construction activities, with coverage starting from March 2025."
1. Parties: Identifies and defines all parties to the agreement, including the indemnifier and the indemnitee
2. Background: Sets out the context and purpose of the indemnification agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Indemnification: Clearly defines what losses, damages, or liabilities are covered by the indemnification
5. Indemnification Obligations: Details the specific obligations of the indemnifier, including timing and extent of coverage
6. Exclusions and Limitations: Specifies what is not covered by the indemnification and any caps or limitations
7. Notice Requirements: Procedures for notifying the indemnifier of claims and time limits for such notices
8. Claims Process: Details the process for making, defending, and settling claims
9. Payment Terms: Specifies how and when indemnification payments will be made
10. Duration: Defines the term of the indemnification obligations and any survival provisions
11. Dispute Resolution: Procedures for resolving disputes related to the indemnification
12. General Provisions: Standard contractual provisions including governing law, notices, and amendments
1. Insurance Requirements: Required when the indemnifier must maintain specific insurance coverage to support the indemnification
2. Security Provisions: Used when additional security (such as bank guarantees or parent company guarantees) is required
3. Intellectual Property Indemnification: Included when the indemnification specifically covers IP-related claims
4. Environmental Indemnification: Added when environmental liabilities are specifically being addressed
5. Cross-Border Provisions: Required when the agreement involves multiple jurisdictions
6. Third Party Rights: Included when third parties may have rights under the indemnification
7. Confidentiality: Added when specific confidentiality obligations relate to the indemnification
8. Tax Provisions: Required when tax implications of indemnification payments need to be addressed
1. Schedule 1 - Scope of Covered Losses: Detailed list of specific losses, damages, or liabilities covered by the indemnification
2. Schedule 2 - Claims Procedures: Detailed procedures for claims notification, handling, and settlement
3. Schedule 3 - Insurance Requirements: Specific insurance requirements including types, amounts, and terms of required coverage
4. Schedule 4 - Form of Notice: Template for required notices under the agreement
5. Schedule 5 - Excluded Claims: Detailed list of specifically excluded claims or circumstances
6. Appendix A - Related Agreements: List of other agreements referenced or relevant to the indemnification
7. Appendix B - Contact Details: Contact information for key personnel involved in claims and notices
Authors
Construction and Infrastructure
Financial Services
Manufacturing
Technology and Software
Healthcare
Professional Services
Energy and Resources
Real Estate
Transport and Logistics
Insurance
Mining
Retail and Consumer Goods
Legal
Risk Management
Finance
Compliance
Corporate Secretariat
Operations
Commercial
Procurement
Insurance
Project Management
General Counsel
Legal Counsel
Risk Manager
Chief Financial Officer
Chief Executive Officer
Commercial Director
Compliance Officer
Contract Manager
Insurance Manager
Corporate Secretary
Finance Director
Operations Director
Project Manager
Business Development Manager
Procurement Manager
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Indemnity Agreement (Construction)
A New Zealand-governed agreement establishing indemnification obligations and risk allocation between parties in construction projects.
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