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Indemnity Agreement for a Construction Project

Introduction
Definitions
Indemnity
Limitation of Liability
Notice
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Counterparts
Notices

Introduction

This Indemnity Agreement ("Agreement") is made and entered into as of [Date] by and between [Name of Indemnitor], a [Type of Entity] with its principal place of business at [Address] ("Indemnitor"), and [Name of Indemnitee], a [Type of Entity] with its principal place of business at [Address] ("Indemnitee").

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Construction Project" means the construction project described in Exhibit A attached hereto.
"Indemnified Party" means Indemnitee and its officers, directors, employees, agents, representatives, successors, and assigns.
"Indemnifying Party" means Indemnitor and its officers, directors, employees, agents, representatives, successors, and assigns.
"Loss" means any and all losses, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, settlements, and other amounts incurred by the Indemnified Party arising out of or relating to the Construction Project.

Indemnity

The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party from and against any and all Loss arising out of or relating to the Construction Project, including but not limited to:

Negligence: Any negligence or other wrongful act or omission of the Indemnifying Party, its employees, agents, or subcontractors.
Breach of Contract: Any breach of this Agreement or any other contract relating to the Construction Project by the Indemnifying Party.
Third-Party Claims: Any claims, demands, suits, actions, or proceedings brought against the Indemnified Party by any third party arising out of or relating to the Construction Project.
Defective Workmanship: Any defects in the workmanship or materials provided by the Indemnifying Party in connection with the Construction Project.
Non-Compliance with Laws: Any failure by the Indemnifying Party to comply with any applicable laws, regulations, or ordinances in connection with the Construction Project.

Limitation of Liability

The Indemnifying Party's liability under this Agreement shall be limited to the amount of insurance coverage maintained by the Indemnifying Party for the Construction Project.

Notice

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Indemnitor: [Name of Indemnitor] [Address]

If to Indemnitee: [Name of Indemnitee] [Address]

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Indemnitor: [Name of Indemnitor] [Address]

If to Indemnitee: [Name of Indemnitee] [Address]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature of Indemnitor]

[Name of Indemnitor]

[Title of Indemnitor]

[Signature of Indemnitee]

[Name of Indemnitee]

[Title of Indemnitee]

Exhibit A

Construction Project Description

[Insert detailed description of the Construction Project, including the scope of work, location, and any other relevant information.]

Sources:

The Law of Contract in Kenya: This document draws upon general principles of contract law as applied in Kenya.
The Contracts Act, Cap 23 of the Laws of Kenya: This Act provides the legal framework for contracts in Kenya, including provisions on formation, interpretation, and enforcement.
The Civil Procedure Act, Cap 21 of the Laws of Kenya: This Act governs the procedures for resolving disputes in Kenyan courts.
The Arbitration Act, Cap 4 of the Laws of Kenya: This Act provides for the resolution of disputes through arbitration in Kenya.

Disclaimer: This is a sample indemnity agreement and should not be considered legal advice. You should consult with a qualified legal professional to ensure that the agreement is appropriate for your specific circumstances.