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Indemnity And Undertaking Agreement

Indemnity And Undertaking Agreement Template for Malaysia

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Key Requirements PROMPT example:

Indemnity And Undertaking Agreement

"I need an Indemnity and Undertaking Agreement for a major construction project in Kuala Lumpur, where the main contractor will indemnify the project owner against subcontractor claims and undertake to maintain specific safety standards throughout the project duration until March 2025."

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Document background
The Indemnity and Undertaking Agreement is a crucial risk management tool in Malaysian business transactions, structured under Malaysian law and particularly the Contracts Act 1950. It serves multiple purposes: protecting parties against specific risks and losses, securing concrete commitments from the indemnifying party, and establishing clear procedures for enforcement. This document type is commonly used in corporate transactions, project finance, construction projects, and various commercial arrangements where risk allocation and specific performance commitments are essential. The agreement combines both protective (indemnity) and proactive (undertaking) elements, making it particularly valuable in complex business relationships where both risk management and performance assurance are required. It must be properly stamped under the Malaysian Stamp Act 1949 to be admissible in court.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their full legal names, registration numbers, and registered addresses

2. Background: Sets out the context and circumstances leading to the agreement, including any relevant transaction or relationship between the parties

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Indemnity: Clearly defines the specific losses, damages, or circumstances covered by the indemnity

5. Undertakings: Details the specific promises, commitments, and obligations made by the indemnifying party

6. Trigger Events: Specifies the events or circumstances that will activate the indemnity obligations

7. Claims Procedure: Outlines the process for making and handling indemnity claims

8. Duration: Specifies how long the indemnity and undertakings remain in effect

9. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets out jurisdiction for dispute resolution

Optional Sections

1. Security: Include when additional security (such as personal guarantees or charges) is required to support the indemnity

2. Insurance: Include when specific insurance requirements are needed to support the indemnity obligations

3. Confidentiality: Include when the agreement involves sensitive information or trade secrets

4. Assignment: Include when there's a need to restrict or permit the transfer of rights under the agreement

5. Force Majeure: Include when certain events beyond parties' control should excuse performance

6. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred over court litigation

Suggested Schedules

1. Schedule 1 - Scope of Indemnified Matters: Detailed list of specific matters, losses, or circumstances covered by the indemnity

2. Schedule 2 - Claim Forms and Procedures: Templates and detailed procedures for making indemnity claims

3. Schedule 3 - Supporting Documents: List of relevant background documents or agreements referenced in the main agreement

4. Appendix A - Calculation of Indemnity Amount: If applicable, formula or methodology for calculating indemnity amounts

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Construction

Real Estate

Manufacturing

Energy

Infrastructure

Technology

Healthcare

Transportation

Professional Services

Mining

Oil and Gas

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Commercial

Corporate Secretarial

Executive Management

Project Management

Business Development

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Contract Manager

Chief Financial Officer

Project Manager

General Manager

Company Secretary

Chief Executive Officer

Commercial Director

Operations Director

Finance Manager

Industries
Contracts Act 1950: The primary legislation governing contract formation, validity, and enforcement in Malaysia. Section 79 specifically defines and regulates contracts of indemnity.
Civil Law Act 1956: Provides for the application of English common law principles in Malaysian contract law, particularly relevant for interpretation of indemnity clauses and contractual obligations.
Limitation Act 1953: Sets the time limits for bringing legal actions under contracts, including indemnity agreements. Generally provides a 6-year limitation period for contractual claims.
Stamp Act 1949: Requires proper stamping of indemnity agreements for them to be admissible as evidence in Malaysian courts. Determines the duty payable on indemnity documents.
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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