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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."
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
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
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
Beneficiary
Business Day
Claim
Commencement Date
Confidential Information
Damages
Effective Date
Encumbrance
Event of Default
Governing Law
Indemnified Party
Indemnified Matters
Indemnitor
Indemnity Period
Liabilities
Loss
Material Adverse Effect
Notice
Payment Date
Ringgit Malaysia
Security Interest
Termination Date
Territory
Third Party
Third Party Claim
Transaction Documents
Definitions
Indemnification
Scope of Indemnity
Claims Procedure
Payment Terms
Duration
Representations and Warranties
Confidentiality
Force Majeure
Assignment
Notices
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs and Expenses
Security
Insurance
Termination
Survival
Financial Services
Construction
Manufacturing
Real Estate
Insurance
Banking
Energy
Infrastructure
Technology
Healthcare
Transportation
Professional Services
Legal
Risk Management
Finance
Compliance
Corporate Secretarial
Operations
Project Management
Executive Leadership
Treasury
Commercial
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
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