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Exchange Agent Agreement

Exchange Agent Agreement Template for Canada

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Key Requirements PROMPT example:

Exchange Agent Agreement

"I need an Exchange Agent Agreement for our upcoming preferred shares exchange program launching March 2025, where we'll be appointing Royal Trust Company as our exchange agent to handle the conversion of Series A preferred shares to common shares for our TSX-listed company."

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Document background
The Exchange Agent Agreement is a critical document used when a company requires the services of a qualified financial institution to manage and execute securities exchanges, conversions, or similar transactions in Canada. This agreement is essential for companies engaging in securities offerings, reorganizations, or ongoing exchange programs. The document establishes the legal framework for the relationship, detailing the agent's authority, duties, and responsibilities while ensuring compliance with Canadian securities laws, including provincial Securities Acts and IIROC requirements. It addresses key aspects such as processing procedures, regulatory compliance, risk management, and liability allocation, while incorporating specific Canadian market practices and regulatory requirements. The agreement is particularly important in transactions involving multiple security types or complex exchange mechanisms.
Suggested Sections

1. Parties: Identification of the exchange agent and the company/issuer

2. Background: Context of the agreement and general purpose of the appointment

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Appointment and Authority: Formal appointment of the exchange agent and scope of authority

5. Duties and Responsibilities: Core responsibilities of the exchange agent including processing, recordkeeping, and reporting

6. Compliance and Regulatory Requirements: Obligations regarding securities laws, AML requirements, and other regulatory matters

7. Fees and Expenses: Compensation structure and reimbursable expenses

8. Standard of Care: Performance standards and duty of care requirements

9. Representations and Warranties: Basic assurances from both parties

10. Confidentiality: Protection of confidential information and data privacy requirements

11. Term and Termination: Duration of agreement and termination provisions

12. Liability and Indemnification: Allocation of risks and indemnification obligations

13. Force Majeure: Provisions for unforeseen circumstances and market disruptions

14. Notices: Communication procedures and contact details

15. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment

Optional Sections

1. Electronic Systems and Security: Required when the exchange agent provides electronic trading or processing systems

2. International Transactions: Include when services involve cross-border elements

3. Sub-Agents: Required when the exchange agent may need to appoint sub-agents

4. Business Continuity: Optional section for detailed disaster recovery and business continuity requirements

5. Intellectual Property: Include when proprietary systems or technology are involved

6. Insurance: Detailed insurance requirements beyond standard coverage

7. Anti-Corruption: Additional compliance requirements for international operations

8. Data Protection: Enhanced privacy provisions when handling sensitive personal data

Suggested Schedules

1. Schedule A - Fee Schedule: Detailed breakdown of fees, charges, and payment terms

2. Schedule B - Service Level Requirements: Specific performance metrics and service standards

3. Schedule C - Operating Procedures: Detailed procedures for processing, reconciliation, and reporting

4. Schedule D - Authorized Persons: List of individuals authorized to give instructions

5. Schedule E - Form of Reports: Templates for required reports and notifications

6. Appendix 1 - Compliance Procedures: Detailed AML and regulatory compliance procedures

7. Appendix 2 - System Requirements: Technical specifications for electronic systems if applicable

8. Appendix 3 - Security Procedures: Security protocols and authentication requirements

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Appointment
Authority
Representations and Warranties
Duties and Obligations
Exchange Procedures
Record Keeping
Compliance
Regulatory Requirements
Anti-Money Laundering
Know Your Client
Standard of Care
Fees and Expenses
Payment
Confidentiality
Data Protection
Privacy
Securities Processing
Electronic Systems
Security Measures
Liability
Indemnification
Insurance
Force Majeure
Term
Termination
Reports and Notices
Assignment
Delegation
Sub-Agents
Intellectual Property
Business Continuity
Dispute Resolution
Governing Law
Amendment
Entire Agreement
Severability
Counterparts
Notice
Further Assurances
Relevant Industries

Financial Services

Banking

Securities Trading

Investment Management

Corporate Services

Trust Services

Capital Markets

Financial Technology

Relevant Teams

Legal

Finance

Treasury

Compliance

Corporate Secretariat

Risk Management

Operations

Corporate Finance

Securities Administration

Relevant Roles

Chief Financial Officer

Corporate Secretary

Treasury Manager

Legal Counsel

Compliance Officer

Securities Operations Manager

Exchange Agent Representative

Trust Officer

Financial Controller

Risk Manager

Corporate Finance Director

Securities Administrator

Operations Director

Transaction Manager

Industries
Securities Act (Provincial): Provincial legislation (varies by province) governing securities trading, registration requirements for market participants, and regulatory compliance for exchange agents
Investment Industry Regulatory Organization of Canada (IIROC) Rules: Self-regulatory organization rules governing trading and market participants, including requirements for exchange agents and trading practices
Proceeds of Crime (Money Laundering) and Terrorist Financing Act: Federal legislation requiring financial institutions and intermediaries to implement anti-money laundering protocols and reporting requirements
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation governing the collection, use, and disclosure of personal information in commercial activities
Canada Business Corporations Act: Federal legislation governing corporate entities and their operations in Canada
Provincial Contract Law: Common law principles governing contract formation, enforcement, and interpretation in the relevant province
Bank Act: Federal legislation governing banking operations and financial services in Canada, which may apply if the exchange agent deals with banks or banking services
Competition Act: Federal legislation ensuring fair competition and business practices, relevant for market activities and pricing
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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