Indemnity & Undertaking Agreement Template for Singapore

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Key Requirements PROMPT example:

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."

What is a Indemnity & Undertaking Agreement?

The Indemnity & Undertaking Agreement is commonly used in Singapore business transactions where one party needs to provide security or protection to another against potential losses or liabilities. This document type is particularly relevant when parties need to allocate risk, provide financial assurance, or make specific commitments. The agreement combines both indemnity provisions (protecting against losses) and undertakings (specific promises or obligations), making it a comprehensive risk management tool under Singapore law.

What sections should be included in a Indemnity & Undertaking Agreement?

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

What sections are optional to include in a Indemnity & Undertaking Agreement?

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

What schedules should be included in a Indemnity & Undertaking Agreement?

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

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

Industries

Contracts Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore. Essential for establishing the basic framework of the indemnity agreement.

Civil Law Act (Cap. 43): Fundamental legislation that modifies and supplements common law and equity principles in Singapore's civil law system.

Limitation Act (Cap. 163): Establishes statutory time limits for bringing legal claims, crucial for determining the duration of indemnity obligations.

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts, particularly relevant for reviewing the reasonableness of indemnity clauses.

Electronic Transactions Act: Governs electronic transactions and digital signatures, important if the agreement will be executed electronically.

Insurance Act (Cap. 142): Relevant when indemnity provisions interact with insurance matters or requirements.

Companies Act (Cap. 50): Governs corporate entities' powers and obligations, particularly relevant when parties to the agreement are corporations.

Third Parties (Rights against Insurers) Act: Protects third party rights in insurance contexts, relevant for complex indemnity arrangements involving multiple parties.

Rules of Court: Procedural rules governing court proceedings, important for understanding enforcement mechanisms.

Evidence Act (Cap. 97): Governs admissibility of evidence in legal proceedings, crucial for dispute resolution provisions.

Supreme Court of Judicature Act: Establishes jurisdiction and powers of Singapore courts in handling contractual disputes.

Common Law Principles: Singapore follows English common law tradition, incorporating principles from case law regarding contract interpretation and enforcement.

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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