Third Party Indemnity Agreement Template for Malaysia

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Key Requirements PROMPT example:

Third Party Indemnity Agreement

"I need a Third Party Indemnity Agreement under Malaysian law for our construction company to indemnify our main contractor against claims from subcontractors, with the agreement to take effect from March 1, 2025."

Document background
The Third Party Indemnity Agreement is a crucial document used in Malaysian business transactions where protection needs to extend beyond direct contractual relationships. This document is particularly relevant when there's a need to provide financial protection or risk coverage to parties who might be affected by business operations or transactions but are not direct contractual parties. The agreement must comply with Malaysian law, including the Contracts Act 1950, Civil Law Act 1956, and Stamp Act 1949. It typically includes detailed provisions on the scope of indemnity, trigger events, claim procedures, and payment terms. This type of agreement is commonly used in complex commercial arrangements, construction projects, corporate restructuring, and financial transactions where third party interests need protection.
Suggested Sections

1. Parties: Identifies and defines all three parties: the Indemnitor (party providing indemnity), Indemnitee (party being indemnified), and the Third Party Beneficiary

2. Background: Sets out the context and commercial purpose of the indemnity arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Indemnity: Clearly defines what losses, damages, or liabilities are covered by the indemnity

5. Indemnification Obligations: Details the specific obligations of the Indemnitor, including timing and extent of coverage

6. Claims Procedure: Sets out the process for making and handling indemnity claims

7. Duration: Specifies the term of the indemnity and any survival provisions

8. Payment Terms: Details the timing and method of indemnity payments

9. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets jurisdiction for disputes

10. Notices: Specifies how and where formal notices under the agreement should be sent

11. Execution: Signature blocks and execution formalities

Optional Sections

1. Representations and Warranties: Additional assurances from parties, used in more complex arrangements or where specific risks need to be addressed

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

3. Insurance: Required when specific insurance coverage needs to be maintained by any party

4. Confidentiality: Include when sensitive information will be shared between parties

5. Assignment: Include when transfer rights need to be specifically addressed

6. Dispute Resolution: Detailed dispute resolution procedures, including mediation or arbitration, when preferred over standard court proceedings

7. Force Majeure: Include when certain events should excuse performance of indemnity obligations

8. Third Party Rights: Specific provisions regarding the rights of the third party beneficiary

9. Costs and Expenses: Include when there's a need to specify who bears various costs related to the indemnity

Suggested Schedules

1. Schedule 1 - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity

2. Schedule 2 - Claim Form Template: Standard form for making indemnity claims

3. Schedule 3 - Contact Details: Detailed contact information for all parties including for notices and claims

4. Schedule 4 - Supporting Documents: List of any supporting documents or evidence required for claims

5. Appendix A - Calculation of Indemnity Amounts: If applicable, detailed methodology for calculating indemnity amounts

6. Appendix B - Related Agreements: Copies or references to related agreements that may affect the indemnity

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

Relevant Industries

Financial Services

Construction

Manufacturing

Real Estate

Insurance

Banking

Energy

Infrastructure

Technology

Healthcare

Transportation

Professional Services

Relevant Teams

Legal

Risk Management

Finance

Compliance

Corporate Secretarial

Operations

Project Management

Executive Leadership

Treasury

Commercial

Relevant Roles

Legal Counsel

Risk Manager

Chief Financial Officer

Company Secretary

Contract Manager

Compliance Officer

Corporate Director

General Manager

Chief Executive Officer

Finance Director

Project Manager

Operations Director

Industries
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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