Contribution And Indemnity Agreement Template for Nigeria

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Key Requirements PROMPT example:

Contribution And Indemnity Agreement

"I need a Contribution and Indemnity Agreement under Nigerian law for a joint venture oil and gas project, where three international companies will contribute equal shares to project financing, with mutual indemnification provisions for environmental liabilities and regulatory compliance."

Document background
The Contribution And Indemnity Agreement is a crucial document in Nigerian business transactions where multiple parties share financial obligations or risks. It is commonly used in joint ventures, project financing, and complex commercial arrangements where parties need to clearly define their contribution obligations and establish mutual indemnification provisions. The agreement ensures compliance with Nigerian legal requirements, including the Companies and Allied Matters Act (CAMA) 2020 and relevant financial regulations. This document is particularly important when parties need to structure their financial commitments while protecting themselves against potential losses or claims. It includes detailed provisions for contribution mechanisms, payment schedules, claim procedures, and risk allocation, making it essential for projects requiring significant capital investment or involving multiple stakeholders.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement with their full legal names and addresses

2. Background: Sets out the context and purpose of the agreement, including any relevant relationship between the parties

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Contribution Obligations: Details the nature, amount, and timing of contributions required from each contributing party

5. Payment Terms: Specifies the mechanism, currency, and timing for making contributions

6. Indemnification: Sets out the scope of indemnification, including covered losses and claims

7. Claims Procedure: Establishes the process for making and responding to indemnification claims

8. Representations and Warranties: Contains statements of fact and assurances from each party

9. Duration and Termination: Specifies the term of the agreement and circumstances for termination

10. Notices: Details how formal communications between parties should be made and delivered

11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and establishes jurisdiction for disputes

12. General Provisions: Includes standard boilerplate clauses such as severability, entire agreement, and amendments

Optional Sections

1. Multiple Party Provisions: Additional provisions for agreements with more than two parties, including contribution allocation and voting rights

2. Foreign Currency Provisions: Required when contributions involve foreign currency, addressing exchange rates and compliance with Nigerian foreign exchange regulations

3. Security Arrangements: Details any security or guarantees provided to support contribution obligations

4. Step-In Rights: Provisions allowing parties to step in and fulfill obligations of defaulting parties

5. Insurance Requirements: Specifies required insurance coverage related to indemnified matters

6. Dispute Resolution: Alternative dispute resolution procedures such as arbitration or mediation

7. Confidentiality: Required when sensitive information will be shared between parties

8. Force Majeure: Addresses circumstances beyond parties' control affecting performance

Suggested Schedules

1. Schedule of Contributions: Detailed breakdown of contribution amounts, percentages, and timing for each party

2. Payment Details: Bank account and payment processing information for contributions

3. Indemnified Matters: Specific list of matters, claims, or losses covered by the indemnification

4. Claims Procedure Form: Standard form for making indemnification claims

5. Contact Information: Detailed contact information for notices and communications

6. Required Insurances: List of required insurance policies and minimum coverage amounts

7. Security Documents: Forms of any required security documents or guarantees

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 legal definitions
Clauses
Relevant Industries

Oil and Gas

Infrastructure Development

Real Estate

Construction

Mining

Manufacturing

Financial Services

Telecommunications

Power and Energy

Transportation

Agriculture

Healthcare

Relevant Teams

Legal

Finance

Risk Management

Treasury

Compliance

Corporate Secretariat

Commercial

Business Development

Project Management

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Counsel

Finance Manager

Risk Manager

Project Director

Investment Manager

Commercial Director

Compliance Officer

Contract Manager

Treasury Manager

Joint Venture Manager

Corporate Secretary

Business Development 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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