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Indemnification Contract
"I need an Indemnification Contract for my construction company to protect against potential claims arising from a major infrastructure project in Manila, with specific coverage for environmental damages and workplace accidents, to be effective from March 2025."
1. Parties: Identification and details of the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', and 'Claims'
4. Scope of Indemnification: Detailed description of what losses, damages, and liabilities are covered by the indemnification
5. Indemnification Process: Procedures for making claims, notice requirements, and timing of payments
6. Duration: Term of the indemnification obligation and any survival provisions
7. Limitations of Liability: Caps, exclusions, and limitations on the indemnification obligations
8. Notice Requirements: Formal requirements for providing notice of claims and communications between parties
9. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
10. Entire Agreement: Integration clause confirming this document represents the complete agreement on indemnification
11. Execution: Signature blocks and execution requirements
1. Third-Party Claims: Procedures specific to claims made by third parties, including control of defense and settlement - include when third-party claims are likely
2. Insurance Requirements: Obligations to maintain specific insurance coverage - include when insurance is relevant to the indemnification
3. Security: Requirements for security deposits or guarantees - include when additional security is needed
4. Subrogation Rights: Rights of the indemnitor to pursue claims against third parties - include when relevant to the specific situation
5. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration or mediation
6. Force Majeure: Events excusing performance - include when relevant to the indemnified risks
7. Assignment: Rights to assign the indemnification obligations - include when assignment rights are important
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnification
2. Schedule B - Calculation of Losses: Methodology for calculating losses and damages under the agreement
3. Schedule C - Claims Procedure: Detailed step-by-step procedure for making and processing claims
4. Schedule D - Excluded Claims: Specific exclusions from the indemnification coverage
5. Appendix 1 - Notice Forms: Template forms for providing notice of claims
6. Appendix 2 - Required Insurance: Details of required insurance coverage and minimum limits
Authors
Construction
Manufacturing
Financial Services
Real Estate
Technology
Healthcare
Energy
Mining
Transportation
Professional Services
Retail
Infrastructure Development
Insurance
Environmental Services
Telecommunications
Legal
Risk Management
Finance
Compliance
Operations
Corporate Secretariat
Business Development
Treasury
Insurance
Commercial
Procurement
Corporate Affairs
Project Management Office
Contracts Administration
Legal Counsel
Risk Manager
Chief Financial Officer
Contract Manager
Compliance Officer
Project Manager
Corporate Secretary
Business Development Director
Operations Manager
Chief Executive Officer
Insurance Manager
Finance Director
General Counsel
Commercial Director
Treasury Manager
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