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.
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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
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
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
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