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Contribution And Indemnity Agreement
"I need a Contribution and Indemnity Agreement for a joint venture construction project in Ontario between three construction companies, with equal liability sharing for any workplace safety incidents and specific provisions for environmental claims."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and circumstances leading to the agreement, including any relevant underlying claims or liabilities
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Contribution Obligations: Details the agreed-upon allocation of liability and payment obligations between the parties
5. Indemnification Obligations: Specifies the scope and terms of mutual or unilateral indemnification commitments
6. Payment Terms: Establishes the mechanics and timing of contribution payments
7. Claims Process: Outlines the procedure for making and responding to contribution or indemnity claims
8. Representations and Warranties: Sets out the parties' assertions regarding their authority and capacity to enter into the agreement
9. Dispute Resolution: Specifies procedures for resolving disagreements regarding contribution or indemnity obligations
10. Notices: Details how formal communications between parties should be made and delivered
11. General Provisions: Contains standard boilerplate clauses including governing law, assignment, and amendments
1. Insurance Requirements: Specifies insurance obligations when parties are required to maintain specific coverage
2. Security Provisions: Include when additional security for contribution obligations is required
3. Third Party Claims: Add when the agreement needs to address how claims from third parties will be handled
4. Settlement Authority: Include when parties need specific provisions regarding authority to settle underlying claims
5. Confidentiality: Add when sensitive information will be shared in the claims process
6. Multiple Party Provisions: Include when more than two parties are involved in the contribution arrangement
7. Cross-Border Provisions: Add when parties are in different jurisdictions requiring specific considerations
8. Limitation of Liability: Include when parties wish to cap their contribution or indemnity obligations
1. Schedule A - Allocation Matrix: Detailed breakdown of how specific types of claims or liabilities will be allocated between parties
2. Schedule B - Claims Procedures: Detailed procedures and timelines for processing claims and making payments
3. Schedule C - Contact Information: Complete contact details for notices and claims processing
4. Schedule D - Underlying Claims: List and details of any existing claims or liabilities covered by the agreement
5. Appendix 1 - Form of Claim Notice: Standard template for making claims under the agreement
6. Appendix 2 - Insurance Certificates: Copies of required insurance certificates when applicable
Authors
Construction
Manufacturing
Real Estate Development
Energy and Resources
Infrastructure
Mining
Oil and Gas
Financial Services
Insurance
Transportation and Logistics
Healthcare
Technology
Professional Services
Legal
Risk Management
Compliance
Finance
Operations
Project Management
Commercial
Insurance
Corporate Affairs
Business Development
Claims Management
Legal Counsel
Risk Manager
Contract Manager
Project Manager
Chief Financial Officer
Chief Legal Officer
Insurance Manager
Compliance Officer
Business Development Director
Operations Director
Commercial Manager
Joint Venture Manager
Corporate Secretary
General Counsel
Claims Manager
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