Mutual Indemnification Agreement Template for Malaysia

This Mutual Indemnification Agreement is designed for use in commercial relationships where parties seek to allocate and manage risks through reciprocal protection arrangements. Commonly used in Malaysia across various business sectors, it provides a framework for parties to safeguard each other against specified losses, liabilities, or damages arising from their business relationship. The agreement incorporates key provisions required under Malaysian law, including the Contracts Act 1950 and Civil Law Act 1956, and typically addresses matters such as scope of indemnification, claim procedures, liability limits, and dispute resolution mechanisms. It is particularly valuable in complex business transactions where both parties face significant operational or commercial risks.

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the agreement and the relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Mutual Indemnification Obligations: Core section detailing the reciprocal indemnification commitments of each party

5. Scope of Indemnification: Specific details of what losses, damages, and claims are covered under the indemnification

6. Exclusions and Limitations: Specific exclusions from indemnification obligations and any caps or limitations on liability

7. Claims Procedure: Process for making and responding to indemnification claims, including notice requirements and timeframes

8. Defense of Claims: Procedures for defending against third-party claims and cooperation between parties

9. Duration and Survival: Term of the agreement and which provisions survive termination

10. Insurance Requirements: Minimum insurance coverage requirements for each party

11. Dispute Resolution: Procedures for resolving disputes between the parties

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.