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Third Party Indemnity Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Third Party Indemnity Agreement is a critical legal instrument used in Canadian business transactions where one party needs to provide protection to another against potential third-party claims or liabilities. This document is particularly relevant in complex commercial arrangements, mergers and acquisitions, construction projects, or financial transactions where risk allocation is crucial. The agreement must comply with Canadian federal and provincial laws, including the Insurance Act, Limitations Act, and relevant corporate legislation. It typically includes detailed provisions for claim procedures, defense obligations, payment terms, and duration of indemnity. The document is essential for risk management and is often required by lenders, investors, or business partners as a condition for completing significant transactions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Construction

Manufacturing

Real Estate

Energy

Technology

Healthcare

Professional Services

Transportation

Insurance

Mining

Infrastructure

Relevant Teams

Legal

Risk Management

Finance

Compliance

Treasury

Corporate Secretariat

Insurance

Operations

Commercial

Business Development

Project Management

Relevant Roles

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

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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