The Contribution And Indemnity Agreement is a crucial document used when multiple parties need to establish clear arrangements for sharing financial obligations or providing indemnities under Hong Kong law. This document is typically employed in situations involving joint ventures, construction projects, or complex financial transactions where parties need to define their respective obligations to contribute to shared liabilities or indemnify others against specific risks. The agreement ensures compliance with Hong Kong's legal framework, particularly the Law Amendment and Reform (Consolidation) Ordinance and the Control of Exemption Clauses Ordinance, while providing comprehensive mechanisms for contribution calculations, claim procedures, and dispute resolution.
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1. Parties: Identifies and defines all parties to the agreement, including their legal status and registered addresses
2. Background: Sets out the context and circumstances leading to the agreement, including any relevant underlying transactions or relationships
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Contribution Obligations: Details the specific contribution obligations of each party, including the basis for calculation and timing
5. Indemnity Obligations: Specifies the scope and nature of indemnities provided by each party
6. Payment Mechanisms: Establishes the procedures and timing for making contribution and indemnity payments
7. Claims Procedure: Sets out the process for making and responding to contribution and indemnity claims
8. Representations and Warranties: Contains standard representations and warranties from each party
9. Default and Remedies: Specifies events of default and available remedies
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and establishes jurisdiction for disputes
11. General Provisions: Contains standard boilerplate provisions including notices, amendments, and severability
1. Security Arrangements: Include when specific security or collateral is required to support the contribution or indemnity obligations
2. Third Party Rights: Include when rights are intended to be conferred on third parties under the Contracts (Rights of Third Parties) Ordinance
3. Insurance Requirements: Include when parties are required to maintain specific insurance coverage
4. Step-In Rights: Include when parties need the right to step in and perform obligations of defaulting parties
5. Subordination Provisions: Include when the agreement needs to address priority of payments or claims
6. Joint and Several Liability: Include when multiple parties on either side need to be jointly and severally liable
7. Alternative Dispute Resolution: Include when parties wish to specify mediation or arbitration as dispute resolution methods
1. Schedule 1 - Calculation of Contribution: Detailed methodology and formulae for calculating contribution amounts
2. Schedule 2 - Claim Notice Form: Template form for making contribution or indemnity claims
3. Schedule 3 - Security Details: Details of any security arrangements or collateral provided
4. Schedule 4 - Related Agreements: List and details of any related agreements referenced in the main agreement
5. Schedule 5 - Contact Details: Contact information for notices and claim procedures
6. Appendix A - Supporting Documents: List of supporting documents required for claims
7. Appendix B - Payment Instructions: Banking and payment details for all parties
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Construction
Real Estate Development
Infrastructure
Joint Ventures
Insurance
Private Equity
Project Finance
Manufacturing
Energy and Resources
Relevant Teams
Legal
Risk Management
Finance
Commercial
Operations
Compliance
Treasury
Corporate Secretariat
Project Management
Contract Administration
Relevant Roles
Chief Legal Officer
Legal Counsel
Risk Manager
Chief Financial Officer
Commercial Director
Project Manager
Contract Manager
Compliance Officer
Corporate Secretary
Finance Director
Operations Director
Treasury Manager
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