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Indemnity Contract
"I need an Indemnity Contract under Canadian law for my technology company to protect against intellectual property claims when providing software services to a major financial institution, with specific coverage for data breach incidents and third-party code infringement."
1. Parties: Identifies and defines the Indemnitor (party providing indemnity) and Indemnitee (party being indemnified)
2. Background: Explains the context and purpose of the indemnity agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events'
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnity
5. Indemnification Process: Outlines the procedure for making claims and the response requirements
6. Notice Requirements: Specifies how and when notice of claims must be given
7. Defense of Claims: Establishes rights and obligations regarding the defense of third-party claims
8. Payment and Reimbursement: Details the timing and method of indemnity payments
9. Limitations and Exclusions: Specifies what is not covered and any caps on liability
10. Duration: Specifies how long the indemnity obligations remain in effect
11. Governing Law: Specifies that Canadian law governs the agreement and which province's laws apply
12. Dispute Resolution: Outlines the process for resolving disputes between parties
13. General Provisions: Includes standard contractual provisions like amendments, assignments, and severability
1. Insurance Requirements: Required when the indemnitor must maintain specific insurance coverage to support the indemnity
2. Security Provisions: Used when additional security (such as a letter of credit) is required to secure the indemnity obligations
3. Cross-Indemnification: Included when both parties are providing mutual indemnities
4. Regulatory Compliance: Required for regulated industries or when specific regulatory requirements affect the indemnity
5. Third Party Rights: Needed when the indemnity extends to affiliated parties or specific third parties
6. Environmental Provisions: Required when environmental risks are specifically covered by the indemnity
7. Intellectual Property: Included when the indemnity covers IP-related claims or losses
8. Survival: Required when specific indemnity obligations need to survive termination of the agreement
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule B - Claim Processing Procedures: Detailed procedures for processing and handling claims
3. Schedule C - Insurance Requirements: Specific insurance types, coverage amounts, and requirements
4. Schedule D - Excluded Claims: Detailed list of specifically excluded claims or circumstances
5. Appendix 1 - Notice Information: Contact details and procedures for giving notices under the agreement
6. Appendix 2 - Claim Form Template: Standard form for submitting indemnity claims
Authors
Construction
Manufacturing
Financial Services
Technology
Healthcare
Energy
Mining
Real Estate
Transportation
Professional Services
Insurance
Retail
Environmental Services
Telecommunications
Legal
Risk Management
Finance
Compliance
Executive Leadership
Corporate Governance
Operations
Business Development
Insurance
Project Management
Chief Legal Officer
General Counsel
Risk Manager
Chief Financial Officer
Corporate Secretary
Compliance Officer
Chief Executive Officer
Contract Manager
Legal Counsel
Insurance Manager
Chief Risk Officer
Corporate Attorney
Business Development Manager
Operations Director
Project Manager
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