Indemnification Agreement Template

Generate an Indemnification Agreement for the following arrangement:

Indemnitor: {{INDEMNITOR_NAME}}
Indemnitee: {{INDEMNITEE_NAME}}
Underlying Transaction: {{TRANSACTION}}
Risk Being Allocated: {{RISK_TYPE}}
Scope of Indemnity: {{SCOPE}}

Create a comprehensive indemnification agreement including:

1. RECITALS
- Background of relationship
- Underlying transaction
- Purpose of indemnification
- Risk allocation intent

2. DEFINITIONS
- Claim definition
- Loss definition
- Third-party claim
- Indemnified parties
- Affiliates and representatives

3. INDEMNIFICATION OBLIGATIONS
- Scope of indemnity
- Covered claims
- Defense obligations
- Settlement authority
- Cooperation requirements

4. TYPES OF COVERED LOSSES
- Third-party claims
- Direct damages
- Attorney's fees
- Court costs
- Settlements
- Judgments
- Fines and penalties

5. EXCLUSIONS
- Excluded claims
- Gross negligence carve-out
- Willful misconduct
- Pre-existing matters
- Known claims

6. PROCEDURES
- Notice requirements
- Notice timing
- Defense assumption
- Indemnitor's counsel
- Cooperation obligations

7. DEFENSE OF CLAIMS
- Defense rights
- Control of defense
- Selection of counsel
- Settlement approval
- Joint defense

8. SETTLEMENT
- Settlement authority
- Consent requirements
- Confidential settlements
- Admission of liability

9. PAYMENT
- Payment timing
- Advance payments
- Reimbursement
- Direct payment to third parties

10. LIMITATIONS
- Cap on indemnification
- Time limitations
- Deductibles/baskets
- Insurance offset
- Contribution

11. SURVIVAL
- Survival period
- Statute of limitations
- Discovery rule

12. SUBROGATION
- Subrogation rights
- Cooperation in recovery
- Allocation of recoveries

13. GENERAL PROVISIONS
- Governing law
- Jurisdiction
- Entire agreement
- Amendment
- Severability
- Assignment

Include indemnification notice form and claim procedure guide.