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Basic Indemnity Form
"I need a Basic Indemnity Form for my Toronto-based software company to protect against potential intellectual property claims when hiring independent contractors, with specific attention to cross-border development work starting March 2025."
1. Parties: Identifies and defines the Indemnifier and Indemnitee with their full legal names and addresses
2. Background: Explains the context and purpose of the indemnity agreement
3. Definitions: Defines key terms used throughout the agreement including 'Loss', 'Claims', and 'Indemnified Parties'
4. Scope of Indemnification: Details the specific risks, losses, and circumstances covered by the indemnity
5. Indemnification Obligations: Specifies the precise obligations of the Indemnifier, including financial responsibilities and duties
6. Notice Requirements: Outlines how and when the Indemnitee must notify the Indemnifier of claims
7. Defense of Claims: Describes the process for defending against third-party claims and allocation of defense responsibilities
8. Duration: Specifies how long the indemnification obligations remain in effect
9. Governing Law: Specifies that Canadian law governs the agreement and identifies the applicable province/territory
10. Execution: Signature blocks and execution requirements
1. Insurance Requirements: Required when the Indemnifier must maintain specific insurance coverage
2. Limitations on Liability: Used when parties agree to cap indemnification amounts or exclude certain types of damages
3. Subrogation Rights: Included when dealing with insurance-related indemnification
4. Survival: Added when certain obligations need to survive the termination of the agreement
5. Assignment: Included when transfer of indemnification rights needs to be addressed
6. Alternative Dispute Resolution: Added when parties prefer to resolve disputes through mediation or arbitration
7. Confidentiality: Required when the indemnity relates to confidential information or trade secrets
1. Schedule A - Specific Indemnified Events: Detailed list of specific events or circumstances covered by the indemnity
2. Schedule B - Excluded Claims: List of specific exclusions from the indemnification coverage
3. Schedule C - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum amounts
4. Appendix 1 - Notice Forms: Standard forms for providing notice of claims under the agreement
5. Appendix 2 - Claim Procedures: Detailed procedures for processing and handling claims
Authors
Affiliate
Claim
Confidential Information
Costs
Damages
Effective Date
Events of Default
Governing Law
Indemnifier
Indemnitee
Indemnified Parties
Indemnified Events
Losses
Legal Proceedings
Liability
Notice
Parties
Related Parties
Representatives
Settlement
Term
Third Party
Third Party Claim
Scope of Indemnity
Defense and Settlement
Notice Requirements
Payment Obligations
Duration
Insurance Requirements
Limitation of Liability
Force Majeure
Exclusions
Subrogation
Representations and Warranties
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Amendment
Waiver
Survival
Confidentiality
Cooperation
Currency
Costs and Expenses
Time of Essence
Construction
Manufacturing
Professional Services
Real Estate
Technology
Healthcare
Financial Services
Energy
Transportation
Retail
Insurance
Mining
Agriculture
Education
Legal
Risk Management
Compliance
Finance
Operations
Procurement
Corporate Affairs
Business Development
Contract Administration
Executive Leadership
Insurance
Legal Counsel
Risk Manager
Contract Administrator
Chief Financial Officer
Project Manager
Operations Director
Compliance Officer
Insurance Manager
Corporate Secretary
Business Development Manager
Procurement Manager
General Manager
CEO
COO
Chief Legal Officer
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