The Indemnity And Undertaking Agreement is a crucial document used in Hong Kong business transactions where one party seeks to protect another against specific risks, losses, or liabilities. It is commonly used in corporate transactions, financial arrangements, and commercial dealings where risk allocation is essential. The agreement, governed by Hong Kong law, typically accompanies primary transaction documents such as share purchase agreements, loan agreements, or service contracts. It contains detailed provisions on the scope of indemnity, claim procedures, and specific undertakings given by the indemnifying party. This document is particularly important in Hong Kong's business environment, where sophisticated risk management and clear allocation of liabilities are essential for commercial transactions.
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1. Parties: Identifies and defines the parties to the agreement, including the indemnifier and the indemnified party
2. Background: Sets out the context and circumstances leading to the agreement, including any related transactions or arrangements
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Indemnity: Details the scope, nature, and extent of the indemnity obligations, including triggers and covered losses
5. Undertakings: Specifies the positive and negative obligations of the indemnifying party
6. Claims Procedure: Sets out the process for making and handling indemnity claims, including notice requirements and time limits
7. Duration: Specifies how long the indemnity and undertaking obligations remain in force
8. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction
1. Security: Include when the indemnity obligations are secured by specific assets or guarantees
2. Insurance: Include when specific insurance requirements are imposed on the indemnifying party
3. Limitations on Liability: Include when there are caps or exclusions to the indemnity obligations
4. Step-In Rights: Include when the indemnified party has rights to take control of certain situations or proceedings
5. Third Party Rights: Include when third parties are intended to benefit from or enforce the indemnity
6. Confidentiality: Include when the agreement contains sensitive information or when confidentiality obligations are crucial
7. Assignment: Include when transfer rights need to be specifically addressed
1. Schedule 1 - Defined Terms: Detailed definitions of terms used in the agreement, if too extensive for the main body
2. Schedule 2 - Specific Indemnified Matters: Detailed list of specific matters, losses, or circumstances covered by the indemnity
3. Schedule 3 - Claims Procedures: Detailed procedures for making and handling claims, including forms and timeframes
4. Schedule 4 - Security Details: Details of any security provided, including asset descriptions or guarantee terms
5. Schedule 5 - Insurance Requirements: Specific insurance requirements including types, amounts, and terms of required coverage
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