Cession Agreement In (Construction)

Cession Agreement In (Construction) Template for Canada

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Key Requirements PROMPT example:

"I need a Construction Cession Agreement to transfer a $50M commercial building project in Ontario from ABC Contractors to XYZ Construction, with the handover planned for March 2025, including provisions for transferring 25 site employees."

Document background

The Construction Cession Agreement In (Construction) is a specialized legal instrument used in Canadian construction projects when there is a need to transfer the rights, obligations, and responsibilities of an ongoing construction project from one contractor to another. This situation may arise due to various circumstances such as corporate restructuring, contractor financial difficulties, or strategic business decisions. The agreement is crucial for ensuring uninterrupted project progress while maintaining compliance with Canadian federal and provincial construction laws, including the Construction Act or equivalent provincial legislation. It addresses essential elements such as transfer of permits, warranties, subcontracts, safety obligations, and environmental compliance requirements. The document is designed to protect all parties' interests by clearly defining the scope of transfer, financial arrangements, and liability allocation, while ensuring adherence to local building codes and construction standards.

Suggested Sections

1. Parties: Identification of the Cedent (original contractor), Cessionary (new contractor), and Client/Owner

2. Background: Context of the original construction project and reasons for cession

3. Definitions: Key terms used throughout the agreement including Project, Works, Contract Documents, Completion Date

4. Subject Matter of Cession: Detailed description of the rights, obligations, and contracts being transferred

5. Effective Date: Specification of when the cession takes effect and any conditions precedent

6. Transfer of Rights and Obligations: Comprehensive listing of all rights and obligations being transferred from Cedent to Cessionary

7. Financial Arrangements: Details of payment arrangements, including outstanding payments, retentions, and securities

8. Warranties and Representations: Declarations by both Cedent and Cessionary regarding their capacity and authority

9. Handover Process: Specific procedures for physical and administrative transfer of the project

10. Liability and Indemnification: Allocation of liabilities for work completed before and after cession

11. Insurance and Bonds: Requirements for maintaining or transferring insurance coverage and performance bonds

12. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

13. Notices: Process and addresses for formal communications between parties

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Intellectual Property Rights: Transfer of relevant IP rights when project involves significant design elements or proprietary methods

2. Employee Matters: Provisions regarding transfer of employees when workforce transfer is part of the agreement

3. Environmental Compliance: Specific provisions for environmental obligations when project has significant environmental aspects

4. Dispute Resolution: Alternative dispute resolution procedures when parties prefer specific mechanisms beyond court jurisdiction

5. Third Party Consents: Provisions regarding obtaining necessary third-party approvals when required for the cession

6. Force Majeure: Specific provisions for handling force majeure events when project is in affected area or circumstances

7. Step-In Rights: Client's rights to step in when project is critical or high-risk

8. Transitional Services: Temporary support services from Cedent when complex project handover is required

Suggested Schedules

1. Schedule A - Project Details: Detailed description of the construction project including plans and specifications

2. Schedule B - Original Contract Documents: Copy of the original construction contract and all amendments

3. Schedule C - Outstanding Works: List of incomplete works and their status at time of cession

4. Schedule D - Financial Statement: Statement of all financial matters including payments made and outstanding

5. Schedule E - Transferred Subcontracts: List of all subcontracts being transferred as part of the cession

6. Schedule F - Equipment and Materials: Inventory of all equipment and materials being transferred

7. Schedule G - Permits and Licenses: List of all relevant permits and licenses and their status

8. Schedule H - Warranty List: Details of all warranties and guarantees being transferred

9. Appendix 1 - Form of Notice to Subcontractors: Template for notifying subcontractors of the cession

10. Appendix 2 - Form of Client Consent: Template for obtaining client's formal consent to the cession

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Construction

Infrastructure

Real Estate Development

Engineering

Architecture

Project Management

Public Works

Industrial Development

Commercial Development

Residential Development

Relevant Teams

Legal

Construction Management

Project Management

Operations

Risk Management

Procurement

Finance

Compliance

Commercial

Executive Leadership

Site Operations

Contract Administration

Relevant Roles

Construction Project Manager

Legal Counsel

Contract Administrator

Chief Executive Officer

Chief Operating Officer

Construction Site Supervisor

Risk Manager

Procurement Manager

Commercial Director

Operations Director

Project Director

Legal Director

Construction Manager

Senior Project Manager

Company Secretary

Chief Financial Officer

Compliance Officer

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