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1. Parties: Identification and details of the Indemnitor and Indemnitee, including full legal names, addresses, and registration details if companies
2. Background: Context of the agreement, relationship between parties, and circumstances necessitating the indemnification
3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Indemnified Parties', 'Losses', 'Claims', etc.
4. Scope of Indemnification: Detailed description of what losses, damages, or liabilities are covered by the indemnification
5. Indemnification Obligations: Specific obligations of the Indemnitor, including payment terms and timing
6. Notice Requirements: Procedures and timeframes for notifying the Indemnitor of claims
7. Defense of Claims: Process for defending against third-party claims and allocation of control over defense
8. Limitations on Indemnification: Any caps, exclusions, or limitations on the indemnification obligations
9. Duration: Term of the indemnification obligations and survival provisions
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. General Provisions: Standard clauses including severability, entire agreement, amendments, and notices
1. Insurance Requirements: Required insurance coverage to support indemnification obligations - include when significant financial exposure exists
2. Security: Requirements for security or collateral to support indemnification - relevant for high-value obligations
3. Step-In Rights: Rights of Indemnitee to take control of defense - important in complex commercial arrangements
4. Subrogation Rights: Rights of Indemnitor to pursue claims against third parties - relevant when third-party claims are likely
5. Cross-Indemnification: Mutual indemnification provisions - use when both parties need protection
6. Currency and Exchange Rates: Specifications for international transactions - include for cross-border arrangements
7. Force Majeure: Events excusing performance - relevant for long-term indemnification obligations
1. Schedule 1 - Specified Losses: Detailed list of specific losses or types of claims covered by the indemnification
2. Schedule 2 - Claim Procedures: Detailed procedures for making and processing indemnification claims
3. Schedule 3 - Excluded Claims: List of specific exclusions from the indemnification coverage
4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types, amounts, and providers
5. Appendix A - Form of Claim Notice: Standard form for notifying Indemnitor of claims
6. Appendix B - Security Documents: Forms of any required security or collateral documents
7. Appendix C - Power of Attorney: Standard form of power of attorney for claim defense if required
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