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Deed Of Indemnity Template for Canada

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Key Requirements PROMPT example:

Deed Of Indemnity

"I need a Deed of Indemnity to protect my technology company against potential intellectual property claims when acquiring a software startup, with the indemnity period starting from March 1, 2025, and covering all historical IP development by the target company."

Document background
The Deed of Indemnity is a crucial legal instrument in Canadian business transactions where one party needs to provide formal protection to another against specific risks or potential losses. This document is commonly used in corporate restructuring, asset sales, director appointments, and various commercial arrangements where risk allocation is a key concern. The deed format is specifically chosen for its enhanced enforceability under Canadian law, as it does not require consideration to be binding. The document typically contains comprehensive details about the scope of indemnification, claiming procedures, and enforcement mechanisms, while ensuring compliance with both federal and provincial legal requirements. It's particularly valuable in situations where standard contractual indemnities may not provide sufficient protection or where the parties require the additional formality and security that a deed provides.
Suggested Sections

1. Parties: Identification of the Indemnifier(s) and Indemnitee(s) with full legal names and addresses

2. Background: Context of the indemnity arrangement, including reference to any related agreements or circumstances necessitating the indemnity

3. Definitions: Detailed definitions of key terms used throughout the deed, including 'Indemnified Matters', 'Loss', 'Claims', etc.

4. Execution as a Deed: Express statement that the document is executed and delivered as a deed

5. Scope of Indemnity: Clear description of what losses, damages, or liabilities are covered by the indemnity

6. Indemnification Obligations: Detailed provisions setting out the indemnifier's obligations, including timing and method of payment

7. Duration: Period for which the indemnity remains valid and enforceable

8. Claims Procedure: Process for making and handling indemnity claims, including notice requirements and time limits

9. Limitations and Exclusions: Any limitations on the indemnity obligation and specific exclusions from coverage

10. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

11. Execution: Formal execution blocks meeting deed requirements including witness provisions

Optional Sections

1. Multiple Indemnifiers: Section addressing joint and several liability when there are multiple indemnifiers

2. Security Provisions: Where security is provided to support the indemnity obligations

3. Insurance Requirements: Obligations to maintain specific insurance coverage related to indemnified matters

4. Step-In Rights: Rights of the indemnifier to take control of proceedings or negotiations related to claims

5. Assignment and Transfer: Provisions regarding the ability to transfer rights or obligations under the deed

6. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration

7. Subrogation Rights: Rights of the indemnifier to step into the shoes of the indemnitee for certain purposes

8. Third Party Rights: Provisions addressing whether third parties have any rights under the deed

Suggested Schedules

1. Schedule of Indemnified Matters: Detailed list or description of specific matters, events, or circumstances covered by the indemnity

2. Schedule of Excluded Matters: Specific exclusions from the scope of the indemnity

3. Claim Form Template: Standard form for making claims under the indemnity

4. Related Agreements: Copies or details of any related agreements referenced in the main deed

5. Security Details: Details of any security provided, including assets or guarantees

6. Calculation Methodology: Methods for calculating losses or damages under the indemnity

7. Notice Requirements: Detailed procedures and requirements for giving notices under the deed

Authors

Alex Denne

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

Relevant legal definitions










































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Relevant Industries

Financial Services

Construction

Real Estate

Manufacturing

Technology

Professional Services

Healthcare

Energy

Mining

Infrastructure

Transportation

Insurance

Retail

Relevant Teams

Legal

Risk Management

Compliance

Corporate Secretariat

Finance

Executive Leadership

Board of Directors

Mergers & Acquisitions

Commercial Operations

Treasury

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Corporate Lawyer

Risk Manager

Chief Financial Officer

Compliance Officer

Corporate Secretary

Director of Contracts

Senior Legal Counsel

Transaction Manager

Chief Risk Officer

Board Director

Company Secretary

Commercial Director

Industries








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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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