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Mutual Indemnification Agreement
"I need a Mutual Indemnification Agreement under Nigerian law for a joint venture between an oil exploration company and a local logistics provider, with specific focus on environmental risks and operational liabilities in the Niger Delta region."
1. Parties: Identifies and defines the contracting parties with their full legal names, registration details, and addresses
2. Background: Sets out the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnification', 'Claims', 'Losses', and other relevant terms
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the mutual indemnification obligations
5. Mutual Indemnification Obligations: Specifies each party's indemnification obligations, including the extent and limitations of their responsibilities
6. Exclusions and Limitations: Outlines specific exclusions from indemnification and any caps or limitations on liability
7. Claims Procedure: Details the process for making, notifying, and handling indemnification claims
8. Defense of Claims: Procedures for defending against third-party claims and cooperation between parties
9. Duration and Survival: Specifies how long the indemnification obligations remain in effect
10. General Provisions: Standard contract clauses including notices, amendments, assignment, and severability
1. Insurance Requirements: Required when parties need to maintain specific insurance coverage to support their indemnification obligations
2. Security for Indemnification: Used when additional security (such as bank guarantees or escrow arrangements) is required to support indemnification obligations
3. Cross-Border Provisions: Necessary when the agreement involves parties from different jurisdictions or cross-border transactions
4. Specific Industry Compliance: Required when the agreement relates to regulated industries with specific compliance requirements
5. Step-In Rights: Optional provisions allowing one party to take over certain obligations or operations in specific circumstances
1. Schedule 1 - Specific Indemnified Matters: Detailed list of specific risks, activities, or circumstances covered by the indemnification
2. Schedule 2 - Claims Procedure Flow Chart: Visual representation of the claims notification and handling process
3. Schedule 3 - Contact Details: List of key contacts and their details for claim notifications and correspondence
4. Appendix A - Form of Claim Notice: Standard template for making indemnification claims
5. Appendix B - Required Insurance Certificates: Templates or examples of required insurance documentation
Authors
Agreement
Business Day
Claim
Claim Notice
Commencement Date
Confidential Information
Control
Costs
Damages
Defense Costs
Defaulting Party
Effective Date
Encumbrance
Event of Default
Force Majeure
Governing Law
Government Authority
Indemnified Party
Indemnifying Party
Indemnified Persons
Losses
Material Adverse Effect
Notice
Party/Parties
Permitted Recipients
Related Persons
Representatives
Security Interest
Subsidiary
Term
Territory
Third Party
Third Party Claim
Working Hours
Writing/Written
Definitions
Mutual Indemnification
Scope of Indemnity
Exclusions from Indemnity
Limitation of Liability
Claims Procedure
Notice Requirements
Defense of Claims
Settlement of Claims
Confidentiality
Force Majeure
Insurance
Security
Duration
Termination
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Amendments
Severability
Entire Agreement
Notices
Costs and Expenses
Waiver
Third Party Rights
Counterparts
Compliance with Laws
Representations and Warranties
Oil and Gas
Manufacturing
Construction
Technology
Financial Services
Telecommunications
Healthcare
Mining
Agriculture
Infrastructure
Real Estate
Transportation and Logistics
Energy
Professional Services
Legal
Risk Management
Compliance
Finance
Commercial
Operations
Business Development
Corporate Secretariat
Insurance
Project Management
Procurement
Chief Legal Officer
Legal Director
Risk Manager
Compliance Officer
Commercial Director
Chief Financial Officer
Contract Manager
General Counsel
Business Development Director
Operations Director
Project Manager
Corporate Secretary
Insurance Manager
Chief Risk Officer
Legal Counsel
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