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Employee Indemnification Agreement Template for Canada

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Key Requirements PROMPT example:

Employee Indemnification Agreement

"I need an Employee Indemnification Agreement for our Toronto-based fintech startup, specifically covering our senior developers who will be handling sensitive payment processing systems and making technical decisions that could affect financial transactions."

Document background
The Employee Indemnification Agreement serves as a crucial protection mechanism for employees working in positions where they may face personal liability or legal exposure while performing their duties. This document is commonly used in Canadian business contexts where employees make significant decisions or handle sensitive matters on behalf of their employer. The agreement specifically outlines when and how the company will defend and compensate employees for claims, legal costs, and damages arising from their work-related activities. It is particularly important in regulated industries or positions with high decision-making authority, where personal liability risks are greater. The agreement must comply with Canadian federal and provincial laws, including corporate statutes and employment standards, and typically works in conjunction with the organization's insurance policies.
Suggested Sections

1. Parties: Identification of the company and the employee entering into the indemnification agreement

2. Background: Context of the agreement, employment relationship, and purpose of the indemnification

3. Definitions: Key terms used throughout the agreement including 'Indemnified Events', 'Claims', 'Losses', and 'Proceedings'

4. Scope of Indemnification: Detailed description of what actions, claims, and circumstances are covered by the indemnification

5. Limitations and Exclusions: Specific circumstances where indemnification will not apply, such as criminal acts or intentional misconduct

6. Procedure for Claims: Process for notifying the company of claims and how claims will be handled

7. Defense of Claims: Company's rights and obligations in defending claims, including selection of counsel

8. Settlement of Claims: Process for settling claims and required approvals

9. Advancement of Expenses: Terms for advancement of legal fees and other expenses

10. Insurance: Relationship between indemnification and any applicable insurance coverage

11. Duration: Term of the indemnification coverage, including post-employment continuation

12. General Provisions: Standard contract clauses including governing law, amendments, and notices

Optional Sections

1. Additional Indemnified Persons: Extension of indemnification to family members or estate, used when additional protection is needed

2. Cross-Border Provisions: Special provisions for employees working across multiple jurisdictions

3. Regulatory Compliance: Specific provisions for regulated industries or positions

4. Change of Control: Special provisions that apply in case of company ownership changes

5. Contribution: Provisions for cases where multiple parties may be responsible for indemnification

6. Tax Treatment: Specific provisions regarding tax implications of indemnification payments

7. Subrogation Rights: Company's rights to pursue claims against third parties after providing indemnification

Suggested Schedules

1. Schedule A - Covered Positions: List of positions or roles held by the employee that are covered by the indemnification

2. Schedule B - Insurance Coverage: Details of relevant insurance policies and coverage limits

3. Schedule C - Excluded Claims: Specific types of claims or circumstances excluded from indemnification

4. Appendix 1 - Notice Requirements: Detailed procedures and requirements for claim notifications

5. Appendix 2 - Approval Process: Detailed procedures for obtaining necessary approvals for settlements or legal expenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































Clauses






























Relevant Industries

Financial Services

Healthcare

Technology

Manufacturing

Professional Services

Energy

Mining

Real Estate

Telecommunications

Transportation

Retail

Education

Construction

Biotechnology

Insurance

Relevant Teams

Legal

Executive Leadership

Finance

Operations

Human Resources

Risk Management

Compliance

Investment

Research and Development

Engineering

Project Management

Corporate Affairs

Board of Directors

Administration

Information Technology

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Director

Vice President

Senior Manager

Department Head

Project Manager

Legal Counsel

Corporate Secretary

Risk Manager

Compliance Officer

Board Member

Regional Manager

Financial Controller

Operations Manager

Human Resources Manager

Investment Manager

Research Director

Senior Engineer

Industries








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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