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1. Parties: Identification of the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified), including their complete legal names, addresses, and registration details if applicable
2. Background: Context of the indemnity agreement, including the relationship between parties and the underlying transaction or circumstances necessitating the indemnity
3. Definitions: Defined terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', and other key terms
4. Scope of Indemnity: Detailed description of what events, losses, or circumstances are covered by the indemnity obligation
5. Indemnification Obligations: Specific obligations of the Indemnitor, including timing and method of payment, and extent of coverage
6. Notice Requirements: Procedures and timeframes for notifying the Indemnitor of claims or circumstances that might lead to an indemnity claim
7. Claims Procedure: Process for making, defending, and settling claims, including cooperation requirements and control of defense provisions
8. Limitations and Exclusions: Specific exclusions from indemnity coverage and any caps or limitations on liability
9. Duration: Term of the indemnity agreement and survival provisions
10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and designation of courts having jurisdiction
11. General Provisions: Standard contractual provisions including amendments, assignments, notices, and severability
1. Security: Required when the Indemnitor must provide security for its obligations, such as bank guarantees or security deposits
2. Insurance Requirements: Used when the Indemnitor must maintain specific insurance coverage to support the indemnity
3. Third Party Rights: Needed when the indemnity extends to affiliates or other related parties of the Indemnitee
4. Tax Provisions: Required when indemnity payments have specific tax implications that need to be addressed
5. Currency and Payment Terms: Necessary when payments may be made in multiple currencies or require specific payment mechanisms
6. Step-In Rights: Used in complex transactions where the Indemnitee may need to take over certain obligations or contracts
7. Subrogation Rights: Important when dealing with insurance-related indemnities or multiple layers of protection
1. Schedule of Indemnified Parties: List of all parties covered by the indemnity, including any subsidiaries or affiliated entities
2. Schedule of Specific Indemnified Events: Detailed listing of specific events, circumstances, or losses covered by the indemnity
3. Schedule of Pre-Existing Claims: List of known claims or circumstances that might give rise to claims at the time of entering the agreement
4. Schedule of Insurance Requirements: Detailed specifications of required insurance coverage, including types, amounts, and carriers
5. Schedule of Security Arrangements: Details of any security or collateral provided to support the indemnity obligations
6. Appendix - Claim Notice Form: Standard form for notifying claims under the indemnity
7. Appendix - Claims Handling Procedures: Detailed procedures for processing and handling claims under the indemnity
Construction
Manufacturing
Financial Services
Insurance
Real Estate
Technology
Energy
Mining
Transportation
Healthcare
Professional Services
Infrastructure Development
Maritime
Telecommunications
Industrial Services
Legal
Risk Management
Compliance
Finance
Operations
Corporate Governance
Treasury
Insurance
Commercial
Project Management
Business Development
Claims Management
Corporate Affairs
Contract Administration
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Project Manager
Contract Administrator
Chief Executive Officer
Corporate Secretary
Business Development Manager
Operations Director
Insurance Manager
Treasury Manager
Commercial Director
General Counsel
Claims Manager
Corporate Governance Officer
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