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Third Party Indemnity Agreement
"I need a Third Party Indemnity Agreement for a construction project in Ontario, where my company (as the main contractor) needs to indemnify the property owner against potential claims from subcontractors, with the agreement to be effective from March 1, 2025."
1. Parties: Identifies all parties to the agreement: the Indemnitor (party providing indemnity), the Indemnitee (party being indemnified), and the Third Party
2. Background: Explains the context and purpose of the indemnity agreement, including the underlying relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including specific events or circumstances triggering indemnification
4. Scope of Indemnification: Details what losses, damages, or liabilities are covered by the indemnity
5. Indemnification Procedure: Sets out the process for making and responding to indemnification claims
6. Notice Requirements: Specifies how and when notices of claims must be given
7. Defense of Claims: Outlines procedures for defending against third-party claims and allocation of defense costs
8. Payment and Reimbursement: Details the timing and method of indemnification payments
9. Duration of Indemnity: Specifies how long the indemnification obligations remain in effect
10. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution
11. General Provisions: Standard contract clauses including amendments, assignments, and severability
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support the indemnity
2. Security for Indemnity: Used when collateral or security is required to support the indemnification obligations
3. Subrogation Rights: Include when specifying rights to pursue claims against third parties is necessary
4. Multiple Indemnitors: Required when there are multiple parties providing indemnification
5. Contribution: Include when allocation of liability among multiple parties needs to be addressed
6. Exclusions from Indemnity: Used when specific risks or circumstances are to be excluded from the indemnity coverage
7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings
8. Currency and Exchange Rates: Required for cross-border agreements involving multiple currencies
1. Schedule A - Specific Indemnified Events: Detailed list of circumstances or events covered by the indemnity
2. Schedule B - Claim Notice Form: Template for submitting indemnification claims
3. Schedule C - Insurance Requirements: Detailed specifications of required insurance coverage
4. Schedule D - Security Documents: Forms of security or collateral agreements if applicable
5. Appendix 1 - Related Agreements: List of associated agreements referenced in the indemnity
6. Appendix 2 - Authorized Representatives: List of individuals authorized to act on behalf of each party
Authors
Financial Services
Construction
Manufacturing
Real Estate
Energy
Technology
Healthcare
Professional Services
Transportation
Insurance
Mining
Infrastructure
Legal
Risk Management
Finance
Compliance
Treasury
Corporate Secretariat
Insurance
Operations
Commercial
Business Development
Project Management
General Counsel
Legal Director
Risk Manager
Chief Financial Officer
Corporate Secretary
Compliance Officer
Contract Manager
Legal Operations Manager
Insurance Manager
Chief Risk Officer
Treasury Manager
Corporate Lawyer
Business Development Director
Project Manager
Commercial Director
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