Deed of Indemnity (Company to Company)

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Document Overview

A Deed of Indemnity is a formal legal instrument in which one company (the Indemnifier) promises to compensate, protect, or hold harmless another company (the Indemnified Party) from specific losses, damages, liabilities, or expenses that may arise in connection with a particular contract, transaction, or event.

A Company-to-Company Deed of Indemnity is typically used where two businesses have a commercial relationship - for example:
1. A contractor indemnifies a client for damages caused during project execution.
2. A seller company indemnifies a purchaser company in a business sale for undisclosed liabilities or pending claims.
3. A service provider indemnifies a partner company against intellectual property infringement or third-party lawsuits.
4. A parent company indemnifies a subsidiary or vice versa for obligations arising under a joint venture or loan.

Key Components:
- Title
- Date
- Parties
- Recitals (Background)
- Operative or Witnessing Clause
- Definitions and Interpretation
- Indemnity Clause
- Procedure for Making Claims
- Limitation of Liability
- Duration and Survival
- Representations and Warranties
- Assignment Clause
- Governing Law and Jurisdiction
- Notices Clause
- General or Miscellaneous Provisions
- Execution and Attestation (Signatures and Witnesses)
- Schedules or Annexures (if any)

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Deed of Indemnity (Company to Company)

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