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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."
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
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
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
Construction
Manufacturing
Financial Services
Technology
Healthcare
Energy
Real Estate
Professional Services
Transportation
Insurance
Mining
Infrastructure
Legal
Risk Management
Finance
Compliance
Operations
Commercial
Insurance
Corporate Affairs
Project Management
Business Development
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
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