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Indemnity Agreement Form
"I need an Indemnity Agreement Form for my technology consulting company to protect us against potential intellectual property claims when providing software development services to clients in Canada, with the agreement to take effect from March 1, 2025."
1. Parties: Identifies and defines the Indemnitor (party providing indemnification) and Indemnitee (party being indemnified)
2. Background: Explains the context and purpose of the indemnity agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Loss', 'Claims', 'Indemnified Events', etc.
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnification
5. Indemnification Obligations: Specifies the Indemnitor's obligations, including defense, payment, and settlement of claims
6. Notice Requirements: Outlines procedures and timeframes for notifying the Indemnitor of claims
7. Defense of Claims: Describes the process for defending against third-party claims and allocation of defense costs
8. Payment and Reimbursement: Specifies timing and method of payments for indemnified losses
9. Term and Survival: States the duration of the agreement and which provisions survive termination
10. Governing Law: Specifies the jurisdiction and laws governing the agreement
11. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties
1. Insurance Requirements: Required when the Indemnitor must maintain specific insurance coverage to support indemnification obligations
2. Exclusions: Used when certain types of losses or claims are specifically excluded from the indemnification scope
3. Subrogation: Include when addressing rights of insurers to pursue claims against third parties
4. Security: Required when the Indemnitor must provide collateral or security for their obligations
5. Cross-Indemnification: Used when both parties are providing mutual indemnification
6. Alternative Dispute Resolution: Include when parties agree to specific dispute resolution procedures
7. Limitation of Liability: Used to cap the maximum amount of indemnification or exclude certain types of damages
8. Force Majeure: Include when certain events should excuse or suspend indemnification obligations
1. Schedule A - Specified Risks: Detailed list of specific risks or events covered by the indemnification
2. Schedule B - Insurance Requirements: Detailed specifications of required insurance coverage, limits, and terms
3. Schedule C - Claim Procedures: Detailed procedures for claim notification, processing, and resolution
4. Schedule D - Pre-Existing Claims: List of known claims or circumstances that exist prior to the agreement
5. Appendix 1 - Contact Information: List of key contacts and notice addresses for both parties
6. Appendix 2 - Form of Notice: Template for required notices under the agreement
Authors
Construction
Manufacturing
Professional Services
Technology
Healthcare
Real Estate
Financial Services
Insurance
Energy
Transportation
Retail
Agriculture
Mining
Entertainment
Education
Legal
Risk Management
Finance
Compliance
Operations
Contract Administration
Insurance
Corporate Affairs
Project Management
Business Development
Legal Counsel
Risk Manager
Contract Administrator
Chief Financial Officer
Chief Legal Officer
Insurance Manager
Compliance Officer
Project Manager
Business Development Manager
Operations Director
Corporate Secretary
Finance Director
General Counsel
Commercial Manager
Chief Risk Officer
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