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Indemnity & Undertaking Agreement
"I need an Indemnity & Undertaking Agreement for a construction project in Ontario, where my company (as the main contractor) will indemnify the property owner against all construction-related risks and undertake to maintain specific insurance coverage until March 2025."
1. Parties: Identification of the indemnitor (party providing indemnity) and indemnitee (party being indemnified)
2. Background: Context of the agreement, relationship between parties, and purpose of the indemnification
3. Definitions: Key terms used throughout the agreement, including 'Indemnified Events', 'Losses', 'Claims', etc.
4. Scope of Indemnification: Detailed description of what events, losses, or circumstances are covered by the indemnity
5. Indemnification Obligations: Specific obligations of the indemnitor, including payment terms and process
6. Notice Requirements: Procedures for notifying the indemnitor of claims and timing requirements
7. Defense of Claims: Process for defending against third-party claims and allocation of control over defense
8. Payment and Reimbursement: Terms for payment of indemnified amounts and reimbursement procedures
9. Duration: Term of the indemnity obligations and survival provisions
10. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes
11. Entire Agreement: Standard integration clause confirming the complete agreement between parties
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support indemnity obligations
2. Cross-Indemnification: Used when both parties are providing reciprocal indemnities
3. Limitation of Liability: Optional caps or restrictions on indemnification obligations
4. Security for Indemnity: When collateral or security is required to secure the indemnity obligations
5. Regulatory Compliance: Specific provisions required for regulated industries or activities
6. Assignment and Delegation: When transfer of indemnity obligations needs to be addressed
7. Force Majeure: When certain events should be excluded from indemnification obligations
8. Dispute Resolution: Alternative dispute resolution procedures for indemnity-related disputes
1. Schedule A - Indemnified Events: Detailed list of specific events, activities, or circumstances covered by the indemnity
2. Schedule B - Calculation of Losses: Methodology for calculating indemnifiable losses and expenses
3. Schedule C - Claims Procedures: Detailed procedures for making and processing indemnity claims
4. Schedule D - Insurance Requirements: Specific insurance types, coverage amounts, and requirements
5. Schedule E - Excluded Events: List of specific exclusions from the indemnity coverage
6. Appendix 1 - Form of Claim Notice: Standard form for notifying indemnitor of claims
7. Appendix 2 - Security Documents: Forms of any required security or collateral documents
Authors
Construction
Financial Services
Manufacturing
Real Estate
Energy
Mining
Technology
Healthcare
Professional Services
Transportation
Infrastructure
Insurance
Environmental Services
Telecommunications
Legal
Risk Management
Finance
Compliance
Operations
Commercial
Insurance
Treasury
Corporate Governance
Project Management
Business Development
Contracts Administration
Legal Counsel
Risk Manager
Chief Financial Officer
Chief Legal Officer
Contract Manager
Project Manager
Compliance Officer
Insurance Manager
Corporate Secretary
Business Development Manager
Operations Director
General Counsel
Finance Director
Commercial Manager
Treasury Manager
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