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The Environmental Indemnification Agreement is a crucial document used in commercial transactions where environmental risks need to be clearly allocated between parties. It is particularly relevant in property transfers, corporate acquisitions, or industrial operations where environmental liabilities may exist or arise. The agreement, governed by Canadian federal and provincial environmental laws, provides a framework for managing environmental risks by specifying which party assumes responsibility for various environmental liabilities, including historical contamination, ongoing compliance obligations, and future environmental claims. This document is essential when parties need to allocate responsibility for known environmental conditions, establish procedures for addressing newly discovered issues, and define the scope of environmental indemnification obligations within the Canadian regulatory framework.

1. Parties: Identification of the indemnitor and indemnitee, including their legal status and principal places of business

2. Background: Context of the agreement, including reference to any related transactions, property transfers, or environmental conditions giving rise to the indemnification

3. Definitions: Detailed definitions of key terms including 'Environmental Laws', 'Hazardous Substances', 'Environmental Claims', 'Environmental Conditions', and 'Remediation'

4. Scope of Indemnification: Detailed description of what environmental matters are covered by the indemnification

5. Indemnification Obligations: Specific obligations of the indemnitor, including defense obligations and payment terms

6. Exclusions from Indemnification: Specific matters excluded from the scope of the indemnification

7. Claims Procedure: Process for making and responding to indemnification claims, including notice requirements and time limits

8. Environmental Investigation and Remediation: Rights and obligations regarding environmental testing, monitoring, and cleanup activities

9. Access to Property: Terms governing access to relevant properties for environmental investigation and remediation

10. Cooperation: Obligations to cooperate in environmental matters, including dealings with regulatory authorities

11. Term and Survival: Duration of the indemnification obligations and which provisions survive termination

12. General Provisions: Standard contract clauses including governing law, dispute resolution, notices, and amendment procedures