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Indemnity And Undertaking Agreement
"I need an Indemnity and Undertaking Agreement under Nigerian law for a major construction project in Lagos, where my company (as the main contractor) needs to indemnify the project owner against any third-party claims arising from construction activities starting March 2025."
1. Parties: Identification and details of the indemnifier and indemnitee
2. Background: Context of the agreement, including the relationship between parties and circumstances necessitating the indemnity
3. Definitions: Definitions of key terms used throughout the agreement, including 'Indemnified Matters', 'Losses', and 'Claims'
4. Scope of Indemnity: Detailed description of what losses, damages, or liabilities are covered by the indemnity
5. Undertakings: Specific promises and commitments made by the indemnifier
6. Duration: Period for which the indemnity remains valid and enforceable
7. Notice Requirements: Procedures for notifying the indemnifier of claims or potential claims
8. Payment Terms: Terms and timing of indemnity payments and reimbursements
9. Limitations: Any caps, exclusions, or limitations on the indemnity obligations
10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Insurance: Requirements for insurance coverage to support the indemnity, used when specific insurance backing is required
2. Security: Provisions for additional security or guarantees, used when additional financial protection is needed
3. Third Party Rights: Rights of third parties to enforce the indemnity, included when third party beneficiaries are involved
4. Step-In Rights: Rights of the indemnitee to take control of claims or proceedings, used in complex commercial arrangements
5. Dispute Resolution: Alternative dispute resolution procedures, included when parties prefer arbitration or mediation
6. Force Majeure: Events excusing performance, included when specific circumstances might affect indemnity obligations
7. Assignment: Rights to assign the benefit of the indemnity, included when transfer rights are important
1. Schedule 1 - Indemnified Matters: Detailed list or description of specific matters, events, or circumstances covered by the indemnity
2. Schedule 2 - Claims Procedure: Detailed procedure for making and handling indemnity claims
3. Schedule 3 - Calculation of Losses: Methodology for calculating losses and damages under the indemnity
4. Appendix A - Form of Notice: Template for formal notices under the agreement
5. Appendix B - Supporting Documents: List of relevant background documents or referenced agreements
Authors
Banking and Financial Services
Oil and Gas
Manufacturing
Construction and Real Estate
Technology and Telecommunications
Healthcare
Mining
Agriculture
Transportation and Logistics
Professional Services
Infrastructure Development
Energy
Legal
Finance
Risk Management
Compliance
Corporate Affairs
Commercial Operations
Project Management
Business Development
Executive Leadership
Operations
Legal Counsel
Chief Legal Officer
Risk Manager
Chief Financial Officer
Compliance Officer
Contract Manager
Project Manager
Business Development Manager
Chief Executive Officer
Company Secretary
Finance Director
Operations Director
Commercial Manager
General Counsel
Corporate Affairs Manager
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