The Hold Harmless and Indemnity Agreement is a crucial risk management tool in Canadian business operations, used when one party needs to protect another from potential losses, claims, or liabilities arising from specified activities or relationships. This document is particularly important in situations involving high-risk activities, complex business transactions, or where regulatory requirements mandate specific risk allocation. The agreement must comply with Canadian federal and provincial laws, including specific considerations for Quebec's civil law system and the common law framework in other provinces. It typically includes detailed provisions about the scope of indemnification, claim procedures, defense obligations, and any limitations or exclusions. Such agreements are commonly used in construction projects, service contracts, property leases, and corporate transactions where risk transfer is a key consideration.
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1. Parties: Identification of the indemnitor (party providing indemnification) 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 scope of 'Claims', 'Losses', 'Liabilities', etc.
4. Scope of Indemnification: Detailed description of what risks, activities, or circumstances are covered by the indemnification
5. Indemnification Obligations: Specific obligations of the indemnitor, including defense obligations and payment of losses
6. Notice Requirements: Procedures and timeframes for notifying the indemnitor of claims
7. Defense of Claims: Process for defending against third-party claims, including control of defense and settlement
8. Duration: Term of the indemnification obligations, including survival provisions
9. Limitations: Any limitations on the scope or amount of indemnification
10. Governing Law: Specification of applicable law and jurisdiction
11. Execution: Signature blocks and execution requirements
1. Insurance Requirements: Required when specific insurance coverage must be maintained to support indemnification obligations
2. Regulatory Compliance: Include when the agreement must address specific regulatory requirements or compliance obligations
3. Security: Add when collateral or security is required to secure the indemnification obligations
4. Subrogation Waiver: Include when parties need to waive rights of subrogation against each other
5. Third Party Rights: Include when third parties are intended to benefit from the indemnification
6. Force Majeure: Add when certain events should excuse performance of indemnification obligations
7. Assignment: Include when transfer of indemnification rights or obligations needs to be addressed
8. Severability: Add when agreement needs protection against partial invalidity
1. Schedule A - Covered Activities: Detailed list of activities or operations covered by the indemnification
2. Schedule B - Excluded Claims: Specific exclusions from the scope of indemnification
3. Schedule C - Insurance Requirements: Detailed insurance specifications including types, amounts, and endorsements
4. Schedule D - Notice Information: Contact details and procedures for claim notifications
5. Appendix 1 - Form of Claim Notice: Standard form for notifying indemnitor of claims
6. Appendix 2 - Related Agreements: List of other agreements referenced or affected by the indemnification
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