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Indemnity Agreement Template for Canada

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Key Requirements PROMPT example:

Indemnity Agreement

"I need an Indemnity Agreement for a construction project in Ontario, where my company (ABC Construction Ltd) will be the general contractor indemnifying the property owner (Toronto Tower Development Corp) against all construction-related claims and damages, with the agreement to take effect from March 1, 2025."

Document background
An Indemnity Agreement is a critical risk management tool used in various business contexts across Canada. This document is typically employed when one party needs to transfer specific risks to another party, such as in construction projects, corporate transactions, or service agreements. The agreement details the scope of protection, including what triggers the indemnity obligation, claim procedures, and any limitations or exclusions. It must comply with Canadian federal and provincial legislation, including the Statute of Frauds, Negligence Act, and relevant Insurance Acts. The document is particularly important in high-risk industries or situations where significant potential liabilities exist. An Indemnity Agreement can be standalone or part of a larger commercial agreement, and may require supporting documentation such as insurance certificates or financial security.
Suggested Sections

1. Parties: Identification and details of the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified)

2. Background: Context of the agreement, relationship between parties, and purpose of the indemnity

3. Definitions: Key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Parties', etc.

4. Scope of Indemnity: Detailed description of what losses, damages, and claims are covered by the indemnity

5. Indemnification Process: Procedures for making claims, notice requirements, and handling of claims

6. Limitations and Exclusions: Specific limitations on the indemnity obligation and excluded claims or damages

7. Duration: Term of the indemnity agreement and survival provisions

8. General Provisions: Standard contract clauses including governing law, amendments, notices, and assignment

Optional Sections

1. Insurance Requirements: Required when the indemnitor must maintain specific insurance coverage to support the indemnity

2. Security: Used when additional security (such as guarantees or letters of credit) is required to secure the indemnity obligations

3. Third Party Rights: Required when the indemnity extends to affiliates or other related parties

4. Dispute Resolution: Optional detailed procedures for resolving disputes, including mediation or arbitration provisions

5. Subrogation Rights: Include when addressing the indemnitor's rights to pursue claims against third parties

6. Contribution: Used when multiple parties may be responsible for indemnification

Suggested Schedules

1. Schedule A - Defined Terms: Detailed definitions of technical or complex terms used in the agreement

2. Schedule B - Claim Procedures: Detailed procedures for making and processing indemnity claims

3. Schedule C - Insurance Requirements: Specific insurance requirements including types, amounts, and terms of coverage

4. Appendix 1 - Form of Notice: Standard form for providing notice of claims under the indemnity

5. Appendix 2 - Excluded Claims: Detailed list of specific claims or circumstances excluded from the indemnity

Authors

Alex Denne

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

Relevant legal definitions






















Clauses

























Relevant Industries

Construction

Manufacturing

Financial Services

Technology

Healthcare

Energy

Real Estate

Professional Services

Transportation

Insurance

Mining

Infrastructure

Relevant Teams

Legal

Risk Management

Finance

Compliance

Operations

Commercial

Insurance

Corporate Affairs

Project Management

Business Development

Relevant Roles

Legal Counsel

Risk Manager

Chief Financial Officer

Contract Manager

Compliance Officer

Insurance Manager

Chief Legal Officer

Project Manager

Commercial Director

Operations Manager

Chief Risk Officer

General Counsel

Business Development Manager

Corporate Secretary

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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