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Indemnity & Undertaking Agreement
"Need an Indemnity & Undertaking Agreement for our Singapore construction project where the main contractor will indemnify us against all third-party claims and undertake to maintain specific insurance coverage starting March 2025."
1. Parties: Identifies and defines all parties to the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Indemnity: Details the specific circumstances and losses covered by the indemnity
5. Duration: Specifies the term of the indemnity obligations
6. Undertakings: Lists specific promises and obligations of the parties
7. Governing Law and Jurisdiction: Specifies Singapore law as governing law and Singapore courts' jurisdiction
1. Insurance Requirements: Details insurance obligations and minimum coverage requirements when indemnity is linked to insurance coverage
2. Security Provisions: Provisions for financial security or guarantees when additional security for the indemnity is required
3. Step-in Rights: Rights to take over obligations in complex commercial arrangements
4. Notice Requirements: Specific procedures for giving notice of claims or circumstances that might lead to claims
1. Schedule 1 - Covered Losses: Detailed list of losses and circumstances covered by the indemnity
2. Schedule 2 - Claims Procedure: Detailed process for making and handling indemnity claims
3. Schedule 3 - Insurance Specifications: Details of required insurance coverage, limits, and insurers' ratings
4. Schedule 4 - Form of Notice: Template for formal notices under the agreement
Authors
Applicable Law
Business Day
Claims
Commencement Date
Confidential Information
Effective Date
Event of Default
Force Majeure
Indemnified Losses
Indemnified Party
Indemnifier
Indemnity Period
Liabilities
Losses
Material Adverse Effect
Notice
Parties
Related Entities
Representatives
Singapore Dollars
Term
Undertakings
Working Hours
Scope of Undertakings
Duration and Survival
Payment Terms
Claims Procedure
Notice Requirements
Representations and Warranties
Liability Limitations
Force Majeure
Confidentiality
Assignment and Transfer
Third Party Rights
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment and Waiver
Costs and Expenses
Counterparts
Time of Essence
Insurance Requirements
Security Provisions
Termination
Compliance with Laws
Remedies
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