Indemnity Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Indemnity Agreement

"I need an Indemnity Agreement for a construction project in Riyadh, where our company (as the main contractor) will indemnify the project owner against any third-party claims arising from construction defects, with the agreement to take effect from March 1, 2025."

Document background
The Indemnity Agreement serves as a critical risk allocation tool in various commercial transactions within Saudi Arabia. It is commonly used in merger and acquisition deals, construction projects, joint ventures, and general commercial contracts where one party needs to protect against specific risks or potential losses. The document must be structured to comply with both Sharia law principles and Saudi commercial regulations, making it particularly important to consider local legal requirements and enforcement mechanisms. The agreement typically includes detailed provisions about the scope of indemnification, claim procedures, and payment terms, while ensuring that all provisions are enforceable under Saudi law. This type of agreement is especially relevant in complex commercial transactions where clear risk allocation is essential for business certainty.
Suggested Sections

1. Parties: Identification of the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified), including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and underlying transaction or circumstances necessitating the indemnity

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Losses', 'Claims', 'Liability', and other relevant definitions

4. Scope of Indemnity: Detailed description of what losses, damages, and claims are covered by the indemnity obligation

5. Indemnification Process: Procedures for making claims, notice requirements, and cooperation obligations

6. Duration: Term of the indemnity obligation and any survival provisions

7. Limitations and Exclusions: Specific limitations on the indemnity obligation and excluded claims or losses

8. Payment Terms: Timing and method of indemnity payments, including currency and payment instructions

9. Representations and Warranties: Basic statements of fact and guarantees by both parties

10. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law provisions

11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Security: Include when additional security for the indemnity obligation is required, such as guarantees or collateral

2. Insurance: Include when specific insurance requirements are imposed on either party

3. Subrogation Rights: Include when addressing the indemnitor's rights to pursue claims against third parties

4. Confidentiality: Include when the indemnity relates to sensitive information or confidential matters

5. Assignment: Include when transfer rights need to be specifically addressed

6. Force Majeure: Include when certain events should excuse performance of the indemnity obligation

7. Counter-Indemnity: Include when there are reciprocal indemnity obligations

8. Compliance with Sharia: Include specific provisions ensuring compliance with Islamic law principles when dealing with financial institutions or when specifically required

Suggested Schedules

1. Schedule of Specific Indemnified Events: Detailed list of specific events, losses, or circumstances covered by the indemnity

2. Schedule of Claim Procedures: Detailed procedures for making and processing indemnity claims

3. Schedule of Pre-Existing Claims: List of known claims or circumstances that may give rise to indemnity obligations

4. Schedule of Excluded Claims: Detailed list of specific exclusions from the indemnity coverage

5. Schedule of Security Documents: List and copies of any security documents provided in support of the indemnity obligation

6. Appendix - Form of Notice: Standard form for providing notice of claims under the agreement

7. Appendix - Calculation of Losses: Methodology for calculating indemnifiable losses

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Construction

Oil & Gas

Manufacturing

Technology

Healthcare

Real Estate

Transportation & Logistics

Professional Services

Retail & Consumer Goods

Energy

Infrastructure

Mining

Telecommunications

Defense

Relevant Teams

Legal

Finance

Risk Management

Compliance

Commercial

Operations

Corporate Affairs

Procurement

Business Development

Project Management

Relevant Roles

Legal Counsel

Chief Legal Officer

Contract Manager

Risk Manager

Chief Financial Officer

Commercial Director

Compliance Officer

Business Development Manager

Project Manager

Operations Director

Chief Executive Officer

General Manager

Corporate Secretary

Finance Director

Head of Procurement

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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