Contribution And Indemnity Agreement Template for Malaysia

The Contribution And Indemnity Agreement is essential in complex business arrangements under Malaysian law where multiple parties need to allocate and share potential risks and liabilities. This document is particularly crucial in joint ventures, construction projects, and large-scale commercial endeavors where parties need to clearly define their respective obligations to contribute to shared liabilities and indemnify each other against specific risks. The agreement becomes necessary when parties want to establish a formal framework for risk allocation, ensure fair distribution of financial responsibilities, and create clear procedures for handling claims. It addresses key aspects such as contribution proportions, indemnity scope, claims processes, and enforcement mechanisms, all while ensuring compliance with Malaysian legal requirements including the Contracts Act 1950 and Civil Law Act 1956.

1. Parties: Identifies and defines all parties to the agreement, including their legal status and registered addresses

2. Background: Sets out the context and purpose of the agreement, including any related transactions or circumstances necessitating the contribution and indemnity arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Contribution Obligations: Details the specific contribution obligations between the parties, including proportions and circumstances

5. Indemnity Obligations: Specifies the scope of indemnification, including covered losses and exclusions

6. Claims Procedure: Outlines the process for making and handling claims under the agreement

7. Payment Terms: Establishes timing and method of payments for contribution and indemnity obligations

8. Representations and Warranties: Contains statements of fact and assurances from each party

9. Duration and Termination: Specifies the term of the agreement and circumstances for termination

10. Governing Law and Jurisdiction: Confirms Malaysian law as governing law and specifies jurisdiction for disputes

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