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Indemnity Agreement
I need an indemnity agreement to protect my small business from potential claims or liabilities arising from a third-party contractor's work, ensuring that the contractor assumes responsibility for any damages or legal issues. The agreement should include clear terms on the scope of indemnity, duration, and any exclusions.
What is an Indemnity Agreement?
An Indemnity Agreement protects one party from financial losses by having another party take on specific risks and responsibilities. In Indonesian business practice, these contracts often appear in construction projects, service partnerships, and corporate transactions where companies need clear protection against potential claims or damages.
Under Indonesian Civil Code (KUHPer) Article 1820, these agreements must clearly outline the scope of protection, compensation terms, and duration. Common uses include protecting company directors from lawsuits, shielding property owners from contractor accidents, or safeguarding businesses when working with vendors. The agreement becomes legally binding once both parties sign it and meet all local documentation requirements.
When should you use an Indemnity Agreement?
Use an Indemnity Agreement when your business needs protection from specific financial risks or legal liabilities. Common scenarios in Indonesia include construction projects where property owners need coverage against worker injuries, manufacturing partnerships where suppliers handle dangerous materials, or service contracts where contractors work with sensitive equipment or data.
The agreement becomes especially important during joint ventures, mergers, or when engaging foreign partners under Indonesian investment laws. Companies operating in high-risk industries like mining, oil and gas, or infrastructure development need these agreements to clearly assign responsibility for potential damages, environmental incidents, or regulatory compliance issues before starting work.
What are the different types of Indemnity Agreement?
- Hold Harmless Indemnity Agreement: Basic protection focused on preventing one party from suing another, commonly used in property rentals and events
- Indemnification Contract: Comprehensive coverage for business transactions, including detailed compensation terms and dispute reֱ procedures
- Deed Of Guarantee And Indemnity: Combines financial guarantees with indemnity protection, often used in loans and large commercial contracts
- Insurance And Indemnification Agreement: Integrates insurance requirements with indemnity obligations, popular in construction and high-risk industries
Who should typically use an Indemnity Agreement?
- Corporate Legal Teams: Draft and review Indemnity Agreements to protect their companies, often customizing terms for specific business relationships or projects
- Business Owners: Use these agreements to shield their assets and operations from potential claims, especially in high-risk industries or when working with contractors
- Construction Companies: Require indemnification from subcontractors and provide it to property owners, managing risk throughout the project chain
- Financial Institutions: Include indemnity clauses in lending agreements and investment contracts to protect against defaults or regulatory issues
- Insurance Companies: Review and approve indemnity terms to ensure alignment with insurance coverage and risk management policies
How do you write an Indemnity Agreement?
- Party Details: Gather complete legal names, addresses, and registration numbers of all involved parties, including any subsidiaries or affiliates
- Risk Assessment: List specific risks, potential losses, and liabilities that need coverage under Indonesian law
- Scope Definition: Outline exact activities, timeframes, and geographic areas the agreement will cover
- Financial Limits: Determine maximum indemnification amounts and any insurance requirements
- Documentation: Collect supporting documents like business licenses, insurance certificates, and corporate approvals
- Template Selection: Use our platform's smart templates to generate a legally-sound agreement that meets Indonesian regulatory requirements
What should be included in an Indemnity Agreement?
- Party Identification: Full legal names, addresses, and registration details of indemnifier and indemnitee
- Scope Definition: Clear description of covered risks, activities, and time period under Indonesian Civil Code Article 1820
- Compensation Terms: Specific financial limits, payment procedures, and currency designations
- Duration Clause: Start date, end date, and any survival provisions post-termination
- Governing Law: Express statement of Indonesian law application and jurisdiction
- Force Majeure: Provisions for extraordinary events affecting performance
- Signature Block: Authorized signatory details with company stamps per Indonesian practice
What's the difference between an Indemnity Agreement and an Affidavit and Indemnity Agreement?
While both serve protective functions, an Indemnity Agreement differs significantly from an Affidavit and Indemnity Agreement. Here are the key distinctions under Indonesian law:
- Legal Purpose: An Indemnity Agreement focuses purely on risk transfer and financial protection, while an Affidavit and Indemnity Agreement combines sworn statements with protection commitments
- Evidentiary Value: Affidavit components have additional weight as sworn testimony in Indonesian courts, whereas standard indemnity provisions serve primarily as contractual obligations
- Formal Requirements: Affidavit sections must be notarized and follow strict formatting rules under Indonesian law, while basic indemnity terms can be included in private contracts
- Enforcement Mechanisms: Affidavit violations may trigger perjury charges besides civil penalties, while indemnity breaches typically lead only to civil remedies
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