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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."
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
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
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
Applicable Law
Business Day
Claim
Competent Authority
Confidential Information
Direct Losses
Effective Date
Excluded Claims
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Indemnified Losses
Indirect Losses
Liability
Loss
Material Adverse Effect
Notice
Party/Parties
Permitted Assignee
Related Parties
Representatives
Saudi Arabian Law
Sharia
Term
Third Party
Third Party Claim
Transaction Documents
Underlying Agreement
Warranties
Working Hours
Writing/Written
Consequential Losses
Dispute
Enforcement Date
Governing Law
Indemnification Period
Judgment
Legal Proceedings
Payment Date
Security
Termination Date
Recitals
Definitions
Interpretation
Scope of Indemnity
Indemnification Obligations
Exclusions from Indemnity
Notice Requirements
Claims Procedure
Payment Terms
Duration
Limitations of Liability
Security Provisions
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Amendments
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Language
Counterparts
Compliance with Law
Sharia Compliance
Third Party Rights
Further Assurance
Costs and Expenses
Waiver
Time Limits
Insurance Requirements
Subrogation Rights
Set-off Rights
Termination
Survival
Legal Authority
Execution
Financial Services
Construction
Oil & Gas
Manufacturing
Technology
Healthcare
Real Estate
Transportation & Logistics
Professional Services
Retail & Consumer Goods
Energy
Infrastructure
Mining
Telecommunications
Defense
Legal
Finance
Risk Management
Compliance
Commercial
Operations
Corporate Affairs
Procurement
Business Development
Project Management
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
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