Counter Indemnity

Note: The following forms and documents are prepared by the above under the laws and practice prevailing as of [Date]. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.

Counter Indemnity

To: (......)

You, at our request have given or agreed to give a (......) ("the Security") for (......) ((......)) to (......) ("the Beneficiary") in the form annexed hereto

NOW WE, (......), HEREBY AGREE to keep you indemnified from and against all actions, proceedings, claims and demands which may be brought or made against you and all losses, costs, charges, damages and expenses which you may incur or sustain or for which you may become liable, either directly or indirectly, by giving or joining in giving the Security.

You are irrevocably authorized and directed to pay forthwith on any demand made or appearing or purporting to be made in relation to the Security any sums which may be demanded of you from time to time without any reference to or necessity for confirmation or verification by us. Further, any such demand shall as between us be conclusive evidence that the sum stated therein is properly due and payable.

You are further authorized to debit any of our accounts and, where the undersigned is more than one, any account or accounts of all or any of us, with the whole or any part of any amount incurred hereunder, whether any such account or accounts shall be overdrawn or may become overdrawn as a result of such debit. We also agree we shall be liable for any bank charges which may accrue thereby. Any payment pursuant to this Counter-Indemnity is payable to your account at (......), or such other place as is nominated by you and may be made in such currency as you shall deem fit and at a rate of exchange fixed by you. We agree to be responsible for all costs and charges incurred thereby. Where the undersigned is more than one our liability hereunder shall be joint and several. This Counter-Indemnity shall be additional to any other Counter-Indemnity which you now or hereafter may hold.

This Counter-Indemnity shall be governed by and construed in accordance with the laws of (......). Any dispute arising in connection with this Counter-Indemnity shall be finally settled by arbitration under the Rules of Conciliation and Arbitration of (......) by one or more arbitrators appointed pursuant to the Rules.

The place of arbitration shall be (......).

Date the (......) day of 20..

Signed by (......)

in the presence of