-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL ADVICE This Indemnity Agreement draft is a structured preparation document only. This agreement may be unenforceable in whole or in part under applicable Indian law. Consumer Protection Act 2019 India and applicable Supreme Court judgments on indemnity enforceability must be confirmed with a qualified Indian attorney before any party signs. This document does not guarantee enforceability before any Indian court or tribunal. -------------------------------------------------- INDEMNITY AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: IND-AGR-2026-001 Date: June 1 2026 INDEMNITOR: Rahul Constructions Pvt Ltd [Full address], Mumbai Maharashtra India CIN: [Company Identification Number] GST: [GST registration number] Email: [email] Phone: [phone] Authorized Signatory: [name and designation] INDEMNITEE: Skyline Developers Ltd [Full address], Mumbai Maharashtra India CIN: [Company Identification Number] Email: [email] Phone: [phone] Authorized Signatory: [name and designation] Project: [Project name and site address] Effective Date: ________________________ 1. RECITALS 1.1 Rahul Constructions Pvt Ltd is a licensed building contractor based in Mumbai Maharashtra India engaged by Skyline Developers Ltd to carry out construction operations at the project site and is the party assuming indemnity obligations under this agreement. 1.2 Skyline Developers Ltd is a property developer based in Mumbai Maharashtra India and the project owner who has engaged Rahul Constructions Pvt Ltd as the principal building contractor and is the party receiving indemnity protection under this agreement. 1.3 Both parties confirm their mutual intent to allocate specified construction site risks to Rahul Constructions Pvt Ltd through this indemnity arrangement on the terms set out in this agreement. 2. DEFINITIONS 2.1 Indemnitor: Rahul Constructions Pvt Ltd, the building contractor. 2.2 Indemnitee: Skyline Developers Ltd, the project developer. 2.3 Indemnity Obligation: The Indemnitor's obligation to defend, indemnify, and hold harmless the Indemnitee as described in Section 5. 2.4 Triggering Event: The specific events activating the Indemnitor's obligation as described in Section 4. 2.5 Covered Losses: The specific financial losses the Indemnitor must bear as described in Section 5. 2.6 Defense Costs: Legal fees, attorney costs, expert witness fees, and court filing costs incurred defending a Third-Party Claim. 2.7 Third-Party Claim: Any claim, suit, or demand made by a person or entity other than the parties to this agreement. 2.8 Indemnity Cap: INR 2,00,00,000 being INR 2 crores per occurrence as described in Section 9. 2.9 Survival Period: 3 years after completion of the project as described in Section 12. 2.10 Governing Law: Laws of Maharashtra India. 3. INDEMNITY TRIGGER 3.1 The Indemnitor's indemnity obligation is activated by any of the following Triggering Events: 1. Third-party bodily injury occurring at or arising from the construction site caused by the Indemnitor's construction operations, workers, machinery, equipment, or subcontractors. 2. Third-party property damage caused by the Indemnitor's construction operations, equipment vibration, dust, or debris affecting neighbouring properties. 3. Claims by the Indemnitor's workers or subcontractors against Skyline Developers Ltd under the Workmen's Compensation Act 1923 India arising from injuries during the Indemnitor's site operations. 3.2 The following are expressly excluded from the Triggering Event: 1. Any injury or damage caused solely by Skyline Developers Ltd's own negligence, acts, or omissions on the site. 2. Pre-existing property damage to neighbouring properties that predates the Indemnitor's site operations. 3.3 Note: Indemnity trigger interpretation under the Indian Contract Act 1872 and applicable Maharashtra construction law must be confirmed with a qualified Indian attorney. 4. INDEMNITY OBLIGATION — SCOPE OF COVERED LOSSES 4.1 Rahul Constructions Pvt Ltd agrees to defend, indemnify, and hold harmless Skyline Developers Ltd from all Covered Losses arising from a Triggering Event including: 1. Third-party bodily injury compensation claims including medical expenses, rehabilitation, and loss of earnings. 2. Third-party property damage repair and reinstatement claims. 3. Workmen's Compensation Act 1923 India claims made against Skyline Developers Ltd arising from injuries to the Indemnitor's workers or subcontractors. 4. Legal defense costs including advocate fees, expert witnesses, and court costs incurred defending any such Third-Party Claim. 5. Approved settlements and final court judgments arising from Triggering Events. 4.2 The following are excluded from Covered Losses: 1. Indirect, consequential, or economic losses such as project delay costs or lost revenue of Skyline Developers Ltd. 2. Losses caused by Skyline Developers Ltd's own negligence as described in Section 7. 4.3 Note: Scope of indemnity obligations under the Indian Contract Act 1872 Sections 124 to 147 must be confirmed with a qualified Indian attorney. 5. DUTY TO DEFEND AND DUTY TO INDEMNIFY 5.1 The duty to defend is a separate and broader obligation than the duty to indemnify. 5.2 DUTY TO DEFEND: From the date of receipt of Skyline Developers Ltd's written notice of a Third-Party Claim covered by this indemnity, Rahul Constructions Pvt Ltd must fund or assume control of the legal defense of that claim regardless of whether liability is ultimately established. 5.3 DUTY TO INDEMNIFY: The separate obligation of Rahul Constructions Pvt Ltd to pay all Covered Losses after the Third-Party Claim is finally resolved by settlement or court judgment. 5.4 Unreasonable refusal to fund or assume the defense after proper notice may expose Rahul Constructions Pvt Ltd to additional liability including any judgment entered against Skyline Developers Ltd. 5.5 Note: These two distinct obligations, their trigger points, and their interaction with the Indemnitor's public liability insurance policy and the insurer's own duty to defend must be confirmed with a qualified Indian attorney. 6. CARVE-OUTS AND EXCLUSIONS 6.1 Rahul Constructions Pvt Ltd's indemnity obligation does not cover and does not extend to any Covered Losses caused by or arising primarily from: 1. Skyline Developers Ltd's own negligence, gross negligence, or wilful misconduct on the site. 2. Skyline Developers Ltd's own instructions or design decisions that directly caused the injury or damage. 3. Skyline Developers Ltd's fraud or criminal acts. 4. Losses covered by Skyline Developers Ltd's own insurance policies. 6.2 Note: The carve-out clause is the most commercially critical clause in this agreement. Its precise scope and drafting must be confirmed with a qualified Indian attorney before signing. 7. NOTICE AND TENDER OF DEFENSE 7.1 Skyline Developers Ltd must provide written notice to Rahul Constructions Pvt Ltd within 7 days of becoming aware of any Third-Party Claim or circumstance likely to give rise to a claim covered by this indemnity. 7.2 Materially delayed notice that prejudices Rahul Constructions Pvt Ltd's ability to defend a claim may reduce or release the indemnity obligation to the extent of prejudice caused by the delay. 7.3 On receipt of notice Rahul Constructions Pvt Ltd has the right to assume conduct and control of the defense with legal counsel of its own choosing at the Indemnitor's cost. 7.4 Skyline Developers Ltd retains the right to participate in the defense at its own cost and with its own counsel. 7.5 Note: Notice obligations and their interaction with the public liability insurance policy notice conditions must be confirmed with a qualified Indian attorney and insurance advisor. 8. INDEMNITY CAP AND FINANCIAL LIMIT 8.1 The maximum financial limit of Rahul Constructions Pvt Ltd's indemnity obligation is INR 2,00,00,000 being INR 2 crores per occurrence, linked to the Indemnitor's public liability insurance policy limit. 8.2 An aggregate cap of INR 2 crores applies across all claims during the term and Survival Period of this agreement. 8.3 The indemnity cap does not apply to losses arising from Rahul Constructions Pvt Ltd's intentional misconduct or fraud where permitted by applicable Indian law. 8.4 Note: Enforceability of indemnity caps under the Indian Contract Act 1872 must be confirmed with a qualified Indian attorney. 9. INSURANCE BACKING 9.1 Rahul Constructions Pvt Ltd must maintain throughout the project term and the 3-year Survival Period: 1. Public liability insurance with a minimum limit of INR 2 crores per occurrence covering third-party bodily injury and property damage arising from construction operations. 2. Workmen's Compensation Insurance as required under the Workmen's Compensation Act 1923 India for all workers and subcontractors. 9.2 Skyline Developers Ltd may request a certificate of insurance evidencing the required coverage at any time during the project by written notice. 9.3 Failure to maintain the required insurance constitutes a material breach of this agreement. 9.4 Note: Rahul Constructions Pvt Ltd must confirm with its insurer that the public liability policy covers the indemnity obligation as specifically drafted in this agreement. 10. SETTLEMENT CONTROL 10.1 Rahul Constructions Pvt Ltd controls settlement of Third-Party Claims covered by this indemnity provided it acts reasonably. 10.2 Rahul Constructions Pvt Ltd must not settle any Third-Party Claim in a manner that imposes any financial or operational obligation on Skyline Developers Ltd or includes any admission of liability by Skyline Developers Ltd without Skyline Developers Ltd's prior written consent. 11. SURVIVAL 11.1 The indemnity obligations of Rahul Constructions Pvt Ltd survive the completion of the construction project and the expiry or termination of any underlying construction contract between the parties for a period of 3 years after the project practical completion date. 12. RELATIONSHIP TO INSURANCE 12.1 The indemnity obligation in this agreement is independent of and not limited by the scope or policy limits of any insurance policy held by Rahul Constructions Pvt Ltd. 12.2 Rahul Constructions Pvt Ltd must notify its public liability insurer of this indemnity obligation at the time of signing and provide written confirmation to Skyline Developers Ltd that the obligation is covered under the policy. 13. DATA PROTECTION AND PRIVACY 13.1 Both parties handle personal data shared in connection with this agreement and any Third-Party Claim only in accordance with the Digital Personal Data Protection Act 2023 India. 13.2 Note: DPDP Act 2023 India compliance for processing personal data in connection with third-party injury claims must be confirmed with a qualified Indian attorney. 14. GOVERNING LAW AND DISPUTES 14.1 Laws of Maharashtra India and the Indian Contract Act 1872 govern this agreement. 14.2 Disputes proceed through direct negotiation then the civil courts of Mumbai having jurisdiction. 15. ENTIRE AGREEMENT 15.1 This agreement is the complete understanding between Rahul Constructions Pvt Ltd and Skyline Developers Ltd regarding the indemnity arrangement described. Any amendment requires written consent. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian commercial attorney before signing. Indian Contract Act 1872 Sections 124 to 147 indemnity provisions, Consumer Protection Act 2019 India enforceability, Workmen's Compensation Act 1923 India obligations, indemnity cap enforceability under Indian law, DPDP Act 2023 India data compliance, and Force Majeure enforceability under Indian Contract Act 1872 must all be confirmed before signing. Rahul Constructions Pvt Ltd (Indemnitor) Authorized Signatory: ________________ Name and Designation: ________________ Date: ____________________ Skyline Developers Ltd (Indemnitee) Authorized Signatory: ________________ Name and Designation: ________________ Date: ____________________ -------------------------------------------------- This Indemnity Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal advice and does not guarantee enforceability. Indian Contract Act 1872 indemnity provisions and Consumer Protection Act 2019 India compliance must be confirmed with a qualified Indian attorney before signing. --------------------------------------------------