The Deed of Indemnity serves as a crucial risk management tool in Nigerian business transactions, providing legal protection against specified losses or liabilities. This document is commonly used in various scenarios including corporate restructuring, share purchases, director appointments, and commercial contracts where risk allocation is essential. The deed must comply with Nigerian federal and state laws, including the Stamp Duties Act and Contract Laws Act, and requires proper execution to be enforceable. It typically includes comprehensive details about the scope of indemnity, triggering events, claim procedures, and payment mechanisms. The document's formal nature as a deed, rather than a simple contract, provides additional legal security and a longer limitation period under Nigerian law, making it particularly suitable for long-term protection arrangements.
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1. Parties: Identifies and defines the Indemnifier and Indemnitee with full legal names and addresses
2. Background: Sets out the context and circumstances leading to the need for the indemnity
3. Definitions: Defines key terms used throughout the deed including 'Loss', 'Claims', and 'Indemnified Matters'
4. Interpretation: Rules for interpreting the deed, including principles of construction
5. Indemnity: Core section detailing the scope of indemnity, what losses are covered, and when the indemnity is triggered
6. Duration: Specifies the period during which the indemnity remains effective
7. Claims Procedure: Process for making and handling indemnity claims, including notice requirements
8. Payment Terms: Timing and method of indemnity payments
9. Representations and Warranties: Statements of fact and promises made by the parties
10. Limitations: Any caps, exclusions, or limitations on the indemnity obligation
11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes
12. Execution: Formal execution block meeting requirements for deeds under Nigerian law
1. Security: Include when additional security for the indemnity obligation is required, such as guarantees or charges
2. Insurance: Include when specific insurance requirements are imposed on either party
3. Multiple Indemnifiers: Include when there are multiple parties providing the indemnity, defining whether liability is joint and several
4. Assignment: Include when transfer rights need to be specifically addressed
5. Dispute Resolution: Include when specific dispute resolution procedures (e.g., arbitration) are preferred
6. Force Majeure: Include when certain events should excuse performance of the indemnity obligations
7. Confidentiality: Include when the existence or terms of the indemnity should remain confidential
1. Schedule 1 - Specific Indemnified Matters: Detailed list of specific matters, events, or circumstances covered by the indemnity
2. Schedule 2 - Claim Notice Requirements: Detailed procedures and requirements for making claims under the indemnity
3. Schedule 3 - Excluded Claims: List of specific exclusions or matters not covered by the indemnity
4. Appendix A - Form of Claim Notice: Template form for submitting indemnity claims
5. Appendix B - Supporting Documents: List of required supporting documents for various types of claims
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