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Hold Harmless And Indemnity Agreement for Nigeria

Hold Harmless And Indemnity Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that establishes a risk transfer mechanism between parties, where one party agrees to protect and compensate the other against specified losses, claims, or damages. The agreement details the scope of protection, obligations of the indemnifying party, notification requirements, and enforcement mechanisms under Nigerian jurisdiction. It incorporates relevant provisions of Nigerian contract law, civil liability principles, and specific industry regulations while ensuring compliance with local legal requirements for contract formation and enforcement.

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What is a Hold Harmless And Indemnity Agreement?

The Hold Harmless and Indemnity Agreement is a crucial risk management tool in Nigerian business operations, designed to allocate and manage potential risks between contracting parties. This document becomes necessary when parties engage in activities where one party wishes to be protected from liability arising from the other party's actions or specific circumstances. The agreement, governed by Nigerian law, typically includes detailed provisions on the scope of indemnification, process for claiming indemnity, and dispute resolution mechanisms. It is particularly relevant in commercial transactions, construction projects, service agreements, and property-related matters where clear risk allocation is essential for business certainty. The document must comply with Nigerian contract law principles and include specific provisions required by local regulations regarding enforceability of indemnification clauses.

What sections should be included in a Hold Harmless And Indemnity Agreement?

1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details

2. Background: Explains the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Scope of Indemnification: Details the specific activities, circumstances, or risks covered by the indemnification

5. Indemnification Obligations: Specifies the exact obligations of the indemnifying party, including financial responsibilities and duty to defend

6. Exclusions and Limitations: Clearly states what is not covered by the indemnification and any monetary or temporal limitations

7. Notice Requirements: Specifies how and when notice of claims must be given

8. Duration: States the term of the agreement and any survival provisions

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

10. Execution: Formal signing section including date and witness requirements per Nigerian law

What sections are optional to include in a Hold Harmless And Indemnity Agreement?

1. Insurance Requirements: Used when specific insurance coverage is required to support the indemnification obligations

2. Third Party Rights: Include when there are specific third parties who may benefit from or be affected by the indemnification

3. Force Majeure: Added when parties want to address how extraordinary events affect indemnification obligations

4. Specific Risk Provisions: Include when there are industry-specific or unique risks that need special treatment

5. Security Provisions: Used when additional security (such as bonds or guarantees) is required to secure the indemnification

6. Alternative Dispute Resolution: Include when parties prefer arbitration or mediation before court litigation

7. Confidentiality: Added when the indemnification relates to matters involving sensitive information

What schedules should be included in a Hold Harmless And Indemnity Agreement?

1. Schedule A - Specific Indemnified Events: Detailed list of specific activities, risks, or circumstances covered by the indemnification

2. Schedule B - Excluded Events: Comprehensive list of exclusions from the indemnification coverage

3. Schedule C - Insurance Requirements: Detailed insurance specifications including types, amounts, and acceptable providers

4. Schedule D - Notice Details: Contact information and specific procedures for giving notice under the agreement

5. Appendix 1 - Form of Claim Notice: Template for submitting claims under the indemnification agreement

6. Appendix 2 - Required Documentation: List of documents required to support an indemnification claim

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use

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