The Simple Indemnification Agreement serves as a crucial risk management tool in business relationships under United States jurisdiction. This document is commonly used when one party needs to protect another from potential losses, claims, or damages arising from specified events or circumstances. The agreement clearly defines the scope of protection, including the triggering events, claim procedures, and any limitations on the indemnification obligation. It's particularly valuable in business transactions, service arrangements, or corporate relationships where risk allocation needs to be clearly defined. The document can be customized to address specific state law requirements while maintaining its fundamental purpose of risk transfer and protection.
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1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Sets out the context and purpose of the indemnification agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Losses', 'Claims', and 'Indemnified Events'
4. Scope of Indemnification: Clearly defines what events, losses, or circumstances trigger the indemnification obligation
5. Indemnification Procedure: Details the process for making and responding to indemnification claims, including notice requirements
6. Limitations on Indemnification: Specifies any caps, exclusions, or limitations on the indemnification obligations
7. Duration: Specifies how long the indemnification obligations remain in effect
8. General Provisions: Standard contract clauses including governing law, entire agreement, amendments, and notices
1. Insurance Requirements: Required when the indemnitor must maintain specific insurance coverage to support the indemnification obligations
2. Third Party Claims: Added when the agreement needs to specifically address procedures for handling claims from third parties
3. Subrogation Rights: Include when addressing the right of the indemnitor to pursue claims against third parties
4. Security Provisions: Added when collateral or security is required to secure the indemnification obligations
5. Mutual Indemnification: Include when both parties are providing indemnification to each other
6. Survival: Added when specific provisions need to survive the termination of the agreement
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances that trigger indemnification obligations
2. Schedule B - Excluded Claims: List of specific claims or circumstances explicitly excluded from indemnification coverage
3. Appendix 1 - Notice Requirements: Detailed procedures and contact information for submitting indemnification claims
4. Appendix 2 - Claim Form: Standard form to be used when submitting an indemnification claim
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