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Deed Of Indemnity Template for Nigeria

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Key Requirements PROMPT example:

Deed Of Indemnity

"I need a Deed of Indemnity under Nigerian law where my technology company will be indemnified by a service provider against any intellectual property claims arising from their software implementation services, with the agreement to be effective from March 1, 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses































Relevant Industries

Banking and Financial Services

Oil and Gas

Construction

Manufacturing

Real Estate

Insurance

Healthcare

Technology

Telecommunications

Mining

Transportation and Logistics

Professional Services

Energy

Agriculture

Relevant Teams

Legal

Compliance

Risk Management

Finance

Corporate Secretariat

Operations

Commercial

Business Development

Executive Leadership

Corporate Governance

Relevant Roles

Chief Legal Officer

Legal Director

Corporate Counsel

Risk Manager

Compliance Officer

Company Secretary

Chief Financial Officer

Contract Manager

General Counsel

Legal Operations Manager

Director of Risk Management

Commercial Director

Business Development Manager

Chief Executive Officer

Chief Operating Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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