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The Indemnity Agreement serves as a critical risk allocation tool in Malaysian business transactions, providing protection against potential losses or liabilities. This document is commonly used in various commercial contexts, including corporate restructuring, asset sales, service agreements, and joint ventures. The agreement must comply with Malaysian legal requirements, particularly the Contracts Act 1950, Civil Law Act 1956, and related statutes. It typically becomes necessary when parties need to allocate risk in transactions, protect against specific identified risks, or provide additional security in commercial relationships. The document includes detailed provisions on the scope of indemnity, claim procedures, limitations, and enforcement mechanisms, all tailored to operate within the Malaysian legal framework.

1. Parties: Identifies and defines the indemnifier (party providing the indemnity) and the indemnitee (party being indemnified), including their full legal names, registration numbers if applicable, and addresses

2. Background: Sets out the context and circumstances leading to the indemnity agreement, including the underlying 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 what losses, damages, or liabilities are covered by the indemnity

5. Indemnification Process: Details the procedure for making claims under the indemnity, including notice requirements and timing

6. Duration: Specifies how long the indemnity obligations will remain in effect

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

8. Governing Law and Jurisdiction: Confirms Malaysian law as governing law and specifies courts having jurisdiction

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