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Indemnification Contract Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Indemnification Contract serves as a crucial risk allocation tool in commercial relationships under New Zealand law. It is typically used when parties need to clearly define who bears specific risks and financial responsibilities in business transactions or ongoing relationships. This document becomes particularly relevant in scenarios involving potential liability exposure, such as corporate transactions, service agreements, or construction projects. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant common law principles. It includes comprehensive provisions for triggering events, claim procedures, payment obligations, and dispute resolution mechanisms, while considering any industry-specific regulations or requirements that may apply.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















































Clauses


































Relevant Industries

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

Relevant Teams

Legal

Risk Management

Finance

Compliance

Corporate Secretariat

Operations

Commercial

Procurement

Insurance

Project Management

Relevant Roles

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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