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Deed Of Indemnity And Access

Deed Of Indemnity And Access Template for Canada

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Key Requirements PROMPT example:

Deed Of Indemnity And Access

"I need a Deed of Indemnity and Access for our newly appointed CFO who will start on March 1, 2025, ensuring comprehensive protection and access rights while incorporating our company's D&O insurance policy terms."

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Document background
The Deed of Indemnity and Access is a fundamental corporate governance instrument in Canadian business practice, designed to protect individuals serving in corporate leadership positions. This document becomes essential when companies need to formalize their obligations to current or former directors and officers, providing them with both indemnification against potential liabilities and continued access to corporate records. The deed is structured to comply with Canadian federal and provincial corporate laws, particularly the Canada Business Corporations Act and relevant provincial legislation. It typically includes comprehensive provisions for legal cost coverage, access rights to corporate documents, and confidentiality obligations. This type of deed is particularly important during leadership transitions, corporate restructuring, or when establishing governance frameworks for new entities.
Suggested Sections

1. Parties: Identifies the company providing the indemnity and the indemnified person(s)

2. Background: Explains the context, including the indemnified person's role and reason for the deed

3. Definitions: Defines key terms used throughout the deed

4. Interpretation: Rules for interpreting the deed, including general construction principles

5. Indemnity: Core provisions detailing the scope and extent of the indemnity provided

6. Limitations on Indemnity: Specifies circumstances where indemnity will not apply

7. Access Rights: Details the right of access to company books, records and documents

8. Duration of Access: Specifies how long the access rights continue

9. Confidentiality: Obligations regarding confidential information accessed under the deed

10. Notices: Requirements for giving notices under the deed

11. Insurance Obligations: Company's obligations regarding maintaining insurance coverage

12. General Provisions: Standard boilerplate provisions including governing law, variation, and severability

13. Execution: Formal execution blocks for signing as a deed

Optional Sections

1. Multiple Indemnified Persons: Additional provisions when multiple directors/officers are covered by the same deed

2. Advancement of Legal Costs: Provisions for advancing legal costs before final determination of right to indemnity

3. Tax Indemnity: Specific indemnity for tax-related liabilities when relevant to the role

4. Mutual Releases: Include when parties wish to release each other from certain claims

5. Insurance Coordination: Detailed provisions coordinating the deed with D&O insurance policies

6. Former Officers Provisions: Special provisions for officers who have left or are leaving the company

7. Third Party Access: Provisions allowing access by advisers or representatives of the indemnified person

Suggested Schedules

1. Schedule 1 - Deed Poll by Indemnified Person: Contains undertakings and acknowledgments by the indemnified person

2. Schedule 2 - Access Procedures: Detailed procedures for accessing company documents and information

3. Schedule 3 - Insurance Requirements: Specifications of required insurance coverage and terms

4. Schedule 4 - Form of Confidentiality Undertaking: Standard form confidentiality agreement for accessing sensitive information

5. Appendix A - Defined Terms: Comprehensive list of defined terms used in the deed

6. Appendix B - Company Documents Covered: List of types of company documents to which access is granted

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Access Period
Applicable Law
Board
Company
Company Records
Confidential Information
Corporations Act
D&O Insurance
Documents
Effective Date
Excluded Liability
Former Officer
Group
Indemnified Party
Indemnified Person
Indemnity
Insurance Policy
Legal Costs
Legal Proceedings
Liability
Loss
Officer
Party/Parties
Permitted Purpose
Personal Information
Related Body Corporate
Related Entity
Relevant Period
Representative
Subsidiary
Tax
Term
Third Party Claim
Unauthorized Disclosure
Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Manufacturing

Professional Services

Retail

Energy

Transportation

Real Estate

Telecommunications

Education

Non-Profit Organizations

Construction

Agriculture

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Company Secretariat

Risk Management

Compliance

Internal Audit

Corporate Affairs

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Board Director

Non-Executive Director

Company Secretary

General Counsel

Corporate Secretary

Executive Director

Managing Director

Board Chair

Vice President

Independent Director

Audit Committee Member

Risk Committee Member

Industries
Canada Business Corporations Act (CBCA): Federal legislation that provides the framework for director and officer indemnification rights and obligations, including Section 124 which specifically addresses indemnification of directors and officers
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation that governs the collection, use, and disclosure of personal information, which may be relevant when providing access to corporate records containing personal information
Provincial Business Corporations Acts: Provincial legislation (varies by province) that governs corporate matters including indemnification rights for corporations incorporated at the provincial level
Corporate Directors' Liability Act: Legislation that outlines directors' potential liabilities and the scope of protection that can be provided through indemnification
Limitations Act: Provincial legislation that sets time limits for bringing legal actions, which may affect the duration and scope of indemnity provisions
Insurance Act: Provincial legislation that governs insurance matters, including Directors and Officers (D&O) insurance which often complements indemnification provisions
Access to Information Act: Federal legislation that may impact how corporate information can be accessed and shared, particularly if any party is a public body
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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