Indemnity agreements are legal documents that are commonly used in various types of business transactions to protect one party from potential financial losses or liabilities resulting from a particular activity or event. An indemnity agreement provides a certain level of protection to both parties by outlining the responsibilities and obligations of each, as well as the terms and conditions that apply in the event of a breach or dispute.
In Ontario, there are numerous types of indemnity agreements, each with its own unique set of requirements and provisions. Some common types of indemnity agreements in Ontario include equipment rental agreements, service contracts, and construction contracts.
To give you a clear idea of what an indemnity agreement in Ontario might look like, here is an example of a sample indemnity agreement:
INDemnity Agreement Sample Ontario
This Indemnity Agreement (“Agreement”) is entered into on the ______ day of _____, 20_____, by and between [Company Name], with its principal place of business at [Address], (“Indemnitee”) and [Party Name], with its principal place of business at [Address], (“Indemnitor”).
WHEREAS, Indemnitor desires to enter into a business transaction with Indemnitee, in which Indemnitee will provide [Services/Equipment/Other] (the “Transaction”);
WHEREAS, Indemnitee is only willing to enter into the Transaction on the condition that Indemnitor agrees to indemnify, defend, and hold harmless Indemnitee from any and all claims, liabilities, costs, damages, or expenses that may arise from or be related to the Transaction.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Indemnitor shall indemnify, defend, and hold harmless Indemnitee from any and all claims, liabilities, costs, damages, or expenses that may arise from or be related to the Transaction.
2. Indemnitor’s obligation to indemnify, defend, and hold harmless Indemnitee shall include, but not be limited to, any claims resulting from:
a. Injuries to persons or property caused directly or indirectly by the acts, omissions, or negligence of Indemnitor or its agents, employees, or subcontractors.
b. Any breach of the warranties, representations or covenants of Indemnitor contained in the Agreement.
c. Any violation of local, provincial, or federal laws or regulations by Indemnitor or its agents, employees, or subcontractors.
3. Indemnitee agrees to promptly notify Indemnitor in writing of any claims, demands, suits, or other actions that may give rise to indemnification under this Agreement.
4. Indemnitor shall have the right to control the defense of any legal action involving claims that fall within the scope of this Agreement, provided that Indemnitee shall have the right to participate in such defense at its own expense.
5. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
6. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral.
7. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
8. Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the commercial arbitration rules of the Province of Ontario.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[INDemnitor’s Signature] [Indemnitee’s Signature]
____________________ ____________________
[Name of Signatory] [Name of Signatory]
____________________ ____________________
[Title of Signatory] [Title of Signatory]
____________________ ____________________
[Address of Signatory] [Address of Signatory]
____________________ ____________________
As you can see, an indemnity agreement in Ontario should be carefully crafted to ensure that it provides adequate protection to both parties. If you need help drafting an indemnity agreement or understanding the requirements of such agreements in Ontario, it is always advisable to seek the assistance of a qualified legal professional.