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Mutual Indemnification And Hold Harmless Agreement
"I need a Mutual Indemnification and Hold Harmless Agreement for a joint construction project between my construction company and a subcontractor in Ontario, with specific focus on workplace safety risks and equipment damage protection, to be effective from March 1, 2025."
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context and purpose of the agreement, including the relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Indemnification', 'Claims', 'Losses', 'Liability'
4. Mutual Indemnification Obligations: Core section detailing the reciprocal indemnification commitments of each party
5. Scope of Indemnification: Specific details of what is covered under the indemnification, including types of losses and claims
6. Exclusions from Indemnification: Explicit listing of circumstances and situations not covered by the indemnification
7. Procedure for Making Claims: Process and requirements for submitting and handling indemnification claims
8. Defense of Claims: Procedures for defending against third-party claims and allocation of defense responsibilities
9. Insurance Requirements: Mandatory insurance coverage requirements for both parties
10. Term and Survival: Duration of the agreement and which provisions survive termination
11. Notice Requirements: Procedures and timeframes for providing notice of claims or potential claims
12. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
13. General Provisions: Standard contractual provisions including amendments, assignments, and severability
1. Limitations of Liability: Caps or restrictions on indemnification obligations, used when parties want to limit their potential exposure
2. Cross-Indemnification: Additional provisions for situations where parties may need to indemnify each other for specific shared risks
3. Subrogation Waiver: Waiver of insurance subrogation rights, included when required by insurance arrangements
4. Security Requirements: Requirements for security deposits or bonds, included for high-value or high-risk arrangements
5. Alternative Dispute Resolution: Mediation or arbitration procedures, included when parties prefer to avoid court proceedings
6. Special Industry Requirements: Industry-specific indemnification requirements, included based on the sector (e.g., construction, technology)
7. Regulatory Compliance: Specific compliance obligations, included when operating in heavily regulated industries
1. Schedule A - Specific Indemnified Risks: Detailed list of specific risks and circumstances covered by the indemnification
2. Schedule B - Insurance Requirements: Detailed insurance requirements including types, amounts, and special conditions
3. Schedule C - Claim Procedures: Detailed procedures and forms for making and processing claims
4. Schedule D - Contact Information: List of key contacts and their roles in managing claims and notices
5. Appendix 1 - Incident Report Form: Standard form for reporting incidents that may lead to claims
6. Appendix 2 - Certificate of Insurance: Template for required insurance certificates
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