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What is an Advisory Indemnity Agreement?

An “Advisory Indemnity Agreement” is a legal document that outlines the terms and conditions of indemnification between a company or organization (the indemnitee) and an advisor or consultant (the indemnitor). 

What is the purpose of an Advisory Indemnity Agreement?

The purpose of an Advisory Indemnity Agreement is to establish the obligations and responsibilities of the indemnitor to protect the indemnitee from potential claims, damages, or losses arising from the advisory services provided.

When should you use an Advisory Indemnity Agreement?

The agreement is used when a company or organization seeks the expertise or advice of an advisor or consultant and wants to ensure that they are protected from any liabilities that may arise as a result of the advisory relationship. It is commonly used in professional advisory engagements, such as legal, financial, or strategic consulting.

What are the components of an Advisory Indemnity Agreement?

The components of an Advisory Indemnity Agreement typically include:

  1. Heading: “Advisory Indemnity Agreement” or a similar title, along with the date of the agreement.
  2. Parties: The names and contact information of both the indemnitee (company/organization) and the indemnitor (advisor/consultant).
  3. Scope of Advisory Services: A clear description of the advisory services to be provided by the indemnitor.
  4. Indemnification Clause: A provision outlining the indemnitor’s obligation to indemnify and hold the indemnitee harmless from any claims, liabilities, losses, or damages arising from the advisory services.
  5. Limitations of Liability: Any limitations or exclusions of liability for certain types of claims or damages.
  6. Governing Law and Jurisdiction: The governing law that will apply to the agreement and the jurisdiction where disputes will be resolved.
  7. Confidentiality: Provisions regarding the protection and non-disclosure of confidential information shared during the advisory engagement.
  8. Termination: Conditions and procedures for terminating the agreement, including any notice periods or requirements.
  9. Insurance: Any requirements for the indemnitor to maintain professional liability insurance coverage.
  10. Severability: A clause stating that if any provision of the agreement is found to be invalid or unenforceable, the remaining provisions will still be in effect.
  11. Entire Agreement: A statement affirming that the agreement represents the entire understanding between the parties, superseding any prior agreements or representations.
  12. Signatures: Signatures of authorized representatives from both the indemnitee and the indemnitor, indicating their agreement to the terms and conditions.

Who can be members of an Advisory Indemnity Agreement?

The members of the Advisory Indemnity Agreement are the indemnitee (company or organization) and the indemnitor (advisor or consultant). They are the parties involved in establishing the agreement and assuming the respective obligations and responsibilities outlined within it. Legal advisors or representatives may also be involved in the drafting and review of the agreement to ensure its compliance with applicable laws and regulations.

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