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Indemnity & Undertaking Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Indemnity & Undertaking Agreement is a crucial legal instrument used in Canadian business transactions where risk allocation and protection against potential losses are essential. This document is typically employed when one party needs to protect another against specific risks, losses, or liabilities that may arise from business operations, transactions, or relationships. The agreement combines both indemnification provisions (promising to compensate for losses) and undertakings (specific commitments or obligations) in a single document. It must comply with Canadian federal laws and provincial regulations, including specific requirements for enforceability under common law provinces or the Civil Code of Quebec. Common applications include construction projects, corporate transactions, service agreements, and financial arrangements where risk transfer and specific performance commitments are necessary.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Manufacturing

Real Estate

Energy

Mining

Technology

Healthcare

Professional Services

Transportation

Infrastructure

Insurance

Environmental Services

Telecommunications

Relevant Teams

Legal

Risk Management

Finance

Compliance

Operations

Commercial

Insurance

Treasury

Corporate Governance

Project Management

Business Development

Contracts Administration

Relevant Roles

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

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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