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1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Explains the context and purpose of the indemnification arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', and other relevant terms
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification
5. Indemnification Procedures: Outlines the process for making claims, notice requirements, and handling of defense proceedings
6. Duration: Specifies the term of the indemnification obligations, including any survival provisions
7. Limitations and Exclusions: States any caps, carve-outs, or exclusions from the indemnification obligations
8. Notice Requirements: Details how and when notices of claims must be provided
9. Defense of Claims: Describes the rights and obligations regarding defense of third-party claims
10. Governing Law: Specifies the jurisdiction and choice of law governing the agreement
11. Dispute ReşěĐÓÖ±˛Ą: Outlines the process for resolving disputes between the parties
12. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Insurance Requirements: Specifies required insurance coverage and terms when the agreement requires supporting insurance
2. Regulatory Compliance: Added when the indemnification relates to specific regulatory requirements or industry standards
3. Security Provisions: Used when collateral or security is required to support the indemnification obligations
4. Third Party Rights: Included when third parties have rights under the indemnification arrangement
5. Special Industry Provisions: Added for industry-specific requirements (e.g., construction, healthcare, technology)
6. Cross-Indemnification: Used when both parties are providing reciprocal indemnification
7. Step-In Rights: Included when the Indemnitee needs rights to take over certain operations or contracts
8. Subrogation Rights: Details rights of subrogation when insurance is involved
1. Schedule A - Specific Indemnified Events: Detailed list of specific events, risks, or circumstances covered by the indemnification
2. Schedule B - Excluded Claims: Detailed list of specifically excluded claims or circumstances
3. Schedule C - Insurance Requirements: Detailed insurance requirements including types, amounts, and specific terms
4. Schedule D - Notice Information: Contact details and procedures for providing notices
5. Appendix 1 - Claim Form Template: Standard form for submitting indemnification claims
6. Appendix 2 - Defense Procedures: Detailed procedures for handling the defense of claims
7. Appendix 3 - Calculation of Losses: Methodology for calculating indemnifiable losses
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