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Contractor Indemnification Agreement
"I need a Contractor Indemnification Agreement for a major construction project in Lagos starting March 2025, which must cover multiple subcontractors and include specific provisions for environmental damage and workplace safety incidents."
1. Parties: Identifies and defines the Indemnitor (contractor providing indemnification) and Indemnitee (party being indemnified)
2. Background: Explains the context of the relationship between the parties and the purpose of the indemnification agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Claims', 'Losses', 'Indemnified Parties', and other relevant terms
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification
5. Indemnification Obligations: Specifies the contractor's obligations to defend, indemnify, and hold harmless the indemnitee
6. Notice Requirements: Establishes procedures and timeframes for notifying the indemnitor of claims
7. Defense and Settlement: Outlines the process for defending against claims and requirements for settling claims
8. Duration: Specifies how long the indemnification obligations remain in effect
9. Insurance Requirements: Details the insurance coverage the contractor must maintain
10. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and establishes jurisdiction for disputes
11. Execution: Formal closing and signature blocks for all parties
1. Limitations of Liability: Include when parties agree to cap indemnification obligations or exclude certain types of damages
2. Third Party Claims: Include when there's a specific need to address claims from parties not party to the agreement
3. Subcontractor Provisions: Include when the contractor may engage subcontractors who need to provide similar indemnification
4. Cross-Indemnification: Include when both parties are providing mutual indemnification obligations
5. Force Majeure: Include when parties want to address how extraordinary events affect indemnification obligations
6. Confidentiality: Include when the indemnification relates to confidential information or trade secrets
7. Survival: Include when specific indemnification obligations need to survive agreement termination
1. Schedule A - Scope of Work: Detailed description of contractor's services or work covered by the indemnification
2. Schedule B - Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms
3. Schedule C - Excluded Claims: List of specific claims or circumstances excluded from indemnification coverage
4. Appendix 1 - Notice Requirements: Detailed procedures and contact information for claim notifications
5. Appendix 2 - Claim Handling Procedures: Step-by-step procedures for handling and processing indemnification claims
Authors
Affiliate
Claim
Commencement Date
Confidential Information
Contractor
Company
Damages
Defense Costs
Effective Date
Force Majeure Event
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Laws
Losses
Material Breach
Negligence
Notice
Parent Company
Parties
Personnel
Professional Services
Related Entities
Representatives
Services
Subcontractor
Term
Territory
Third Party
Third Party Claim
Gross Negligence
Willful Misconduct
Working Day
Insurance Coverage
Liability
Indemnification Obligations
Defense Obligations
Settlement
Governing Law
Jurisdiction
Business Hours
Breach
Termination Date
Contract Period
Dispute
Nigerian Law
Definitions
Scope of Indemnification
Indemnification Obligations
Defense Obligations
Notice Requirements
Claims Procedures
Settlement Authority
Insurance Requirements
Duration and Survival
Limitations of Liability
Force Majeure
Confidentiality
Assignment
Governing Law
Dispute Resolution
Warranties and Representations
Third Party Rights
Severability
Entire Agreement
Amendment
Waiver
Notices
Counterparts
Costs and Expenses
Time of Essence
Further Assurance
Relationship of Parties
Subcontracting
Compliance with Laws
Term and Termination
Records and Audit
Authority and Capacity
Good Faith
Remedies
Risk Allocation
Oil and Gas
Construction
Manufacturing
Information Technology
Professional Services
Healthcare
Infrastructure
Mining
Telecommunications
Real Estate Development
Engineering Services
Financial Services
Legal
Procurement
Risk Management
Operations
Finance
Compliance
Human Resources
Commercial Operations
Vendor Management
Project Management
Corporate Affairs
Legal Counsel
Procurement Manager
Contract Administrator
Risk Manager
Project Manager
Operations Director
Chief Financial Officer
Compliance Officer
Human Resources Director
General Counsel
Commercial Director
Chief Executive Officer
Chief Operating Officer
Facilities Manager
Vendor Management Specialist
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