The Indemnity and Undertaking Agreement is a crucial risk management tool in Malaysian business transactions, structured under Malaysian law and particularly the Contracts Act 1950. It serves multiple purposes: protecting parties against specific risks and losses, securing concrete commitments from the indemnifying party, and establishing clear procedures for enforcement. This document type is commonly used in corporate transactions, project finance, construction projects, and various commercial arrangements where risk allocation and specific performance commitments are essential. The agreement combines both protective (indemnity) and proactive (undertaking) elements, making it particularly valuable in complex business relationships where both risk management and performance assurance are required. It must be properly stamped under the Malaysian Stamp Act 1949 to be admissible in court.
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1. Parties: Identifies and defines the parties to the agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Sets out the context and circumstances leading to the agreement, including any relevant transaction or relationship between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Indemnity: Clearly defines the specific losses, damages, or circumstances covered by the indemnity
5. Undertakings: Details the specific promises, commitments, and obligations made by the indemnifying party
6. Trigger Events: Specifies the events or circumstances that will activate the indemnity obligations
7. Claims Procedure: Outlines the process for making and handling indemnity claims
8. Duration: Specifies how long the indemnity and undertakings remain in effect
9. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets out jurisdiction for dispute resolution
1. Security: Include when additional security (such as personal guarantees or charges) is required to support the indemnity
2. Insurance: Include when specific insurance requirements are needed to support the indemnity obligations
3. Confidentiality: Include when the agreement involves sensitive information or trade secrets
4. Assignment: Include when there's a need to restrict or permit the transfer of rights under the agreement
5. Force Majeure: Include when certain events beyond parties' control should excuse performance
6. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred over court litigation
1. Schedule 1 - Scope of Indemnified Matters: Detailed list of specific matters, losses, or circumstances covered by the indemnity
2. Schedule 2 - Claim Forms and Procedures: Templates and detailed procedures for making indemnity claims
3. Schedule 3 - Supporting Documents: List of relevant background documents or agreements referenced in the main agreement
4. Appendix A - Calculation of Indemnity Amount: If applicable, formula or methodology for calculating indemnity amounts
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