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Key Man Agreement for Canada

Key Man Agreement Template for Canada

A Key Man Agreement is a crucial legal document used in Canadian business contexts to protect a company against the loss of essential personnel. This agreement establishes the terms and conditions under which the company maintains life insurance on a key employee, outlines the distribution of insurance proceeds, and defines the rights and obligations of all parties involved. The document is structured to comply with both federal Canadian legislation and relevant provincial laws, particularly regarding insurance, corporate governance, and employment standards. It typically includes detailed provisions for insurance policy management, trigger events, benefit distribution, and termination conditions.

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What is a Key Man Agreement?

The Key Man Agreement serves as a critical risk management tool for Canadian businesses where certain individuals are instrumental to the company's success. This document becomes relevant when a business identifies employees whose sudden departure (due to death, disability, or other circumstances) would cause significant financial strain or operational disruption. The agreement typically details the procurement and maintenance of life insurance policies, specifies how proceeds will be used, and outlines obligations of all parties. It must comply with Canadian federal laws including the Income Tax Act and provincial insurance regulations. Key Man Agreements are particularly important for businesses with specialized leadership, unique technical expertise, or significant client relationships concentrated in specific individuals. The document helps ensure business continuity and provides financial protection by establishing clear procedures for managing the impact of losing key personnel.

What sections should be included in a Key Man Agreement?

1. Parties: Identification of the Company and the Key Person

2. Background: Context of the agreement, explaining the Key Person's importance to the business and the purpose of the agreement

3. Definitions: Key terms used throughout the agreement including 'Key Person Event', 'Insurance Policy', 'Benefit Amount'

4. Insurance Policy Details: Specifications of the life insurance policy, including policy amount, premium payments, and ownership

5. Company Obligations: Company's responsibilities including premium payments, maintaining the policy, and notification requirements

6. Key Person Obligations: Key Person's duties including health examinations, cooperation with insurance requirements, and disclosure obligations

7. Trigger Events: Events that activate the agreement such as death, disability, or critical illness

8. Payment and Distribution: How and when insurance proceeds will be distributed

9. Termination: Circumstances under which the agreement terminates

10. General Provisions: Standard clauses including governing law, notices, amendments, and severability

What sections are optional to include in a Key Man Agreement?

1. Non-Compete Provisions: Used when the agreement includes restrictions on the Key Person's future employment or business activities

2. Confidentiality: Added when specific confidentiality obligations need to be outlined beyond standard employment agreements

3. Split Dollar Provisions: Included when the insurance benefits are to be shared between the company and the Key Person's beneficiaries

4. Disability Coverage: Added when the agreement includes provisions for temporary or permanent disability

5. Cross-Purchase Options: Used in cases where other shareholders have the option to purchase shares upon a trigger event

6. Tax Treatment: Detailed section on tax implications when specific tax planning is part of the arrangement

What schedules should be included in a Key Man Agreement?

1. Insurance Policy Details: Copy or summary of the insurance policy terms and conditions

2. Beneficiary Designation: Formal designation of beneficiaries and their respective shares

3. Premium Payment Schedule: Schedule of premium payments including amounts and due dates

4. Valuation Method: If applicable, the method for calculating company/share value

5. Consent Forms: Required insurance and medical information release forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use

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