Indemnity & Undertaking Agreement

Indemnity & Undertaking Agreement Template for Philippines

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Key Requirements PROMPT example:

"I need an Indemnity & Undertaking Agreement for a large-scale construction project in Manila, where my company (as the main contractor) will indemnify the project owner against potential construction defects and undertake to complete all works by March 2025, with specific provisions for safety compliance and environmental protection."

Document background

The Indemnity & Undertaking Agreement serves as a critical risk management and commitment tool in Philippine business transactions. It is commonly used when one party needs protection against potential losses while simultaneously requiring specific commitments or assurances from another party. The document is particularly relevant in situations involving complex commercial transactions, project developments, or business relationships where risk allocation and specific performance obligations need to be clearly defined. Subject to Philippine law, particularly the Civil Code and commercial legislation, this agreement type combines protective indemnity provisions with specific undertakings, making it suitable for various business contexts from construction projects to financial transactions. The document typically includes detailed provisions on trigger events, claim procedures, limitations, and compliance with local regulatory requirements.

Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their complete legal names, addresses, and registration details if corporate entities

2. Background: Sets out the context and circumstances leading to the agreement, including any relevant transactions or relationships between the parties

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document

4. Scope of Indemnity: Clearly defines what losses, damages, or liabilities are covered by the indemnity obligation

5. Undertakings: Lists specific promises, commitments, and obligations that the indemnifying party agrees to perform or maintain

6. Trigger Events: Specifies the circumstances or events that will activate the indemnity obligations

7. Claims Procedure: Details the process for making and responding to indemnity claims, including notice requirements and timeframes

8. Limitations and Exclusions: Sets out any caps, limitations, or exclusions to the indemnity obligations

9. Duration: Specifies how long the indemnity and undertaking obligations remain in effect

10. Governing Law and Jurisdiction: Specifies Philippine law as the governing law and designates the courts having jurisdiction

11. General Provisions: Standard boilerplate clauses including notices, amendments, entire agreement, and severability

Optional Sections

1. Security: Include when additional security (such as guarantees or collateral) is required to support the indemnity obligations

2. Insurance: Include when specific insurance requirements are imposed on either party to support the indemnity

3. Confidentiality: Include when the agreement involves sharing of sensitive information between parties

4. Assignment and Transfer: Include when there's a need to restrict or permit the transfer of rights and obligations

5. Dispute Resolution: Include when parties wish to specify alternative dispute resolution methods before court litigation

6. Force Majeure: Include when certain events should excuse or suspend performance of undertakings

7. Step-In Rights: Include when one party should have the right to take over certain obligations or operations in specific circumstances

8. Third Party Rights: Include when the indemnity is intended to benefit or affect third parties

Suggested Schedules

1. Schedule 1 - Specified Losses: Detailed list of specific losses or damages covered by the indemnity

2. Schedule 2 - Claim Form Template: Standard form for making indemnity claims under the agreement

3. Schedule 3 - Security Details: Details of any security or collateral provided to support the indemnity obligations

4. Schedule 4 - Insurance Requirements: Specific insurance policies and coverage levels required

5. Schedule 5 - Related Agreements: List and details of any related agreements referenced in the main agreement

6. Appendix A - Power of Attorney: If applicable, power of attorney documentation authorizing signatories

7. Appendix B - Corporate Authorizations: Relevant board resolutions or corporate authorizations for entering into the agreement

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Construction

Real Estate Development

Banking and Finance

Insurance

Manufacturing

Energy and Utilities

Infrastructure

Mining

Technology

Healthcare

Transportation and Logistics

Telecommunications

Relevant Teams

Legal

Risk Management

Compliance

Finance

Operations

Commercial

Business Development

Corporate Secretariat

Project Management

Treasury

Relevant Roles

Chief Legal Officer

Risk Manager

Compliance Officer

Contract Manager

Project Director

Chief Financial Officer

Business Development Manager

Operations Director

General Counsel

Corporate Secretary

Chief Risk Officer

Commercial Director

Legal Counsel

Project Manager

Finance Director

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