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Mutual Indemnification And Hold Harmless Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mutual Indemnification And Hold Harmless Agreement

"Need a Mutual Indemnification And Hold Harmless Agreement for a joint venture between our manufacturing company and a technology supplier, with specific focus on protecting both parties against intellectual property claims and requiring minimum insurance coverage of £5 million."

Document background
A Mutual Indemnification And Hold Harmless Agreement is typically used when two parties engage in business activities that carry mutual risks and require reciprocal protection. This agreement, governed by English and Welsh law, is particularly valuable in situations where both parties need to safeguard against potential claims, losses, or damages arising from their business relationship. It sets out clear procedures for making claims, defines the scope of protection, and ensures compliance with UK regulatory requirements, including the Unfair Contract Terms Act 1977 and the Contracts (Rights of Third Parties) Act 1999.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Mutual Indemnification Obligations: Core indemnification commitments of each party

5. Scope of Indemnification: Specific coverage and limitations of the indemnities

6. Notice Requirements: Procedures for making indemnification claims

7. Term and Termination: Duration and termination provisions

Optional Sections

1. Insurance Requirements: Insurance obligations of parties - include when specific insurance coverage is required to support indemnification

2. Limitation of Liability: Caps or restrictions on liability - include when parties want to limit their exposure

3. Dispute Resolution: Process for resolving disputes - include when specific dispute resolution mechanisms are desired

4. Confidentiality: Protection of confidential information - include when sensitive information will be shared

Suggested Schedules

1. Schedule of Specific Indemnified Events: Detailed list of circumstances triggering indemnification

2. Insurance Requirements Schedule: Detailed insurance requirements and minimum coverage levels

3. Claims Procedure: Detailed process for making and handling indemnification claims

4. Excluded Claims: List of specific exclusions from indemnification coverage

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶ÒõÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Industries

Unfair Contract Terms Act 1977: Primary legislation regulating exclusion and limitation clauses, setting requirements for reasonableness, and restricting ability to exclude liability for death or personal injury

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce contractual terms and is relevant for indemnification provisions affecting third parties

Limitation Act 1980: Sets statutory time limits for bringing claims and affects the duration of indemnification obligations

Consumer Rights Act 2015: Applies when one party might be a consumer and impacts the fairness of contractual terms

Common Law Principles: Includes key cases like Hadley v Baxendale (remoteness of damage), principles of contributory negligence, and duty to mitigate loss

Supply of Goods and Services Act 1982: Relevant when the indemnity relates to the provision of goods or services

Companies Act 2006: Governs corporate authority to enter into indemnities and directors' duties and responsibilities

Financial Services and Markets Act 2000: Applicable when the agreement involves regulated financial activities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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