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Indemnity And Undertaking Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Indemnity and Undertaking Agreement is a vital legal instrument in Nigerian business and commercial transactions, used when one party needs to provide protection to another against specific risks, losses, or liabilities. This document type is commonly utilized in various contexts including corporate transactions, project finance, joint ventures, and commercial contracts. The agreement combines both indemnification provisions (protecting against losses) and undertakings (specific commitments or promises), making it particularly versatile for complex commercial arrangements. Under Nigerian law, these agreements must comply with local contract law principles, stamp duty requirements, and enforcement regulations. The document typically includes detailed mechanisms for claiming under the indemnity, specific triggers for liability, payment procedures, and duration of obligations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries

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

Relevant Teams

Legal

Finance

Risk Management

Compliance

Corporate Affairs

Commercial Operations

Project Management

Business Development

Executive Leadership

Operations

Relevant Roles

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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