Model Indemnity Agreement

THIS AGREEMENT made this __________ day of __________

BETWEEN: Her Majesty the Queen in Right of Canada represented by the Minister of Canadian Heritage (the "Minister") pursuant to subsection 3(1) of the Canada Travelling Exhibitions Indemnification Act (the "Act")

AND: ________________________________ [name of owner, or owner's designated representative] (the "Owner").

Introduction

The Minister is responsible for the promotion of Canadian identity and values, cultural development, and arts and heritage, and has particular jurisdiction over national museums, art galleries, archives and libraries;
The Act has established an indemnification program to reduce the insurance costs associated with major travelling exhibitions of art and heritage collections for Canadian museums, art galleries, archives and libraries;
The Owner of the objects or appurtenances described in Schedule A has agreed to make such objects or appurtenances available on loan as part of the travelling exhibition entitled [name of exhibition]; and
The travelling exhibition is scheduled to operate in Canada from [month/day/year] to [month/day/year] at the participating institutions as follows:

____________________________________________
location (name of participating institution) begin date end date

____________________________________________
location (name of participating institution) begin date end date

In consideration of their respective obligations set out below, the Parties agree as follows:

Definitions

For the purposes of this Agreement,

"loan agreement" means the agreement made between a participating institution and the Owner of the objects or appurtenances in respect of which this indemnity is given;

"loan period" means the period of time beginning when a participating institution assumes responsibility for the safeguarding of the indemnified objects or appurtenances and ending when a participating institution ceases to have such responsibility; and

"participating institution" means an institution situated in Canada that hosts or organizes a travelling exhibition.

Obligation to Indemnify

The Minister agrees, subject to the Act, the Canada Travelling Exhibitions Indemnification Regulations (the "Regulations"), and the terms and conditions herein, to indemnify the Owner during the loan period against loss of or damage to the objects or appurtenances described in Schedule A, while these objects or appurtenances are in transit to or from a participating institution, in storage in Canada, or on public exhibition at a participating institution.
Indemnity coverage under this Agreement shall be in effect from [time/date] to [time/date] and [time/date] to [time/date], etc.
The amount of indemnity coverage for each object or appurtenance shall, for the duration of the loan period, be the fair market value set opposite its description in Schedule A.

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Limits to Liability

The Minister shall not be liable for loss of or damage to an indemnified object or appurtenance due to or resulting from normal wear and tear, gradual deterioration, vermin, inherent vice, pre-existing flaw or condition, radioactive contamination, wars, strikes, riots, civil commotion, or repair, restoration or retouching processes other than those repair, restoration or retouching processes undertaken at the request of the Minister pursuant to subparagraph 12(b)(ii) of the Regulations.
The Minister shall not be liable for loss of or damage to an indemnified object or appurtenance due to the willful misconduct or gross negligence of the Owner or a participating institution.
The Minister shall not be liable for having granted indemnification to objects or appurtenance which are, or may be, subject to civil or criminal claims regarding ownership.

Claim

The procedures for filing a claim for payment are set out in the Regulations. The Owner, before receiving any payment pursuant to a valid claim, shall sign a document releasing the Minister from further liability.

Benefit to Bailee

This Agreement shall in no way inure directly or indirectly to the benefit of any carrier or other bailee.

Loan Agreement

No object or appurtenance shall be considered indemnified under this Agreement without a signed and dated loan agreement, satisfactory to the Minister, attached as Schedule B. The Owner shall ensure that the loan agreement is in the possession of the Minister prior to packing and shipping of the objects or appurtenances for delivery to a participating institution.
The Owner shall require in the loan agreement that a participating institution return the objects or appurtenances by [date] to a place designated by the Owner.

Dispute Resolution

If a dispute arises concerning the application or interpretation of this Agreement, the Parties shall attempt to resolve the matter through good faith negotiations.
If a dispute arises concerning the validity of a claim or the extent of the loss of or damage to an indemnified object or appurtenance under this Agreement, the Parties shall resolve the matter in accordance with sections 13 and 14 of the Regulations. Any arbitration pursuant thereto will be conducted in accordance with the Commercial Arbitration Code set out in the schedule to the Commercial Arbitration Act (Canada), and all regulations made pursuant to that Act.
In the event of loss of or damage to an indemnified object or appurtenance that is part of a set, the extent of loss of or of damage to such object or appurtenance shall be a reasonable and fair proportion of the total value of the set, giving consideration to the importance of the object or appurtenance, but in no event shall such loss or damage be construed to mean total loss of or damage to a set.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of [Ontario] and the laws of Canada as applicable.

Confidentiality

Subject to applicable laws, including the Privacy Act and Access to Information Act, the Parties shall keep confidential and shall not, without the consent of all Parties, disclose the contents of this Agreement or the transactions contemplated hereby, including the monetary value of the indemnified objects or appurtenances.

Binding Agreement

This Agreement is binding on the Parties and their successors and assigns.

No Assignment of Agreement

This Agreement, including any part thereof, may not be assigned by the Owner without the prior written consent of the Minister.

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Invalid Provisions

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, the legality, validity, or enforceability of the remaining provisions of the Agreement will not be affected thereby.

Language of Agreement

Les parties aux présentes confirment que c'est leur volonté que cette convention de même que tous les documents, y compris les avis, s'y rattachant, soient rédigés en [français/anglais] seulement. The Parties have agreed that this Agreement as well as all other documents relating thereto, including notices, have been and will be drawn up in [English/French] only.

Entire Agreement

This Agreement is made pursuant to the Act and constitutes the entire agreement between the Parties and supersedes all previous documents, negotiations, arrangements, undertakings and understandings related to its subject matter.

Amendment

This Agreement may be amended by mutual agreement of the Parties.

Termination

If there is a default of any term of this Agreement or of any term of the loan agreement, attached as Schedule B, or if the Minister is of the view that there has occurred any change in the circumstances of the application on which this Agreement is based, attached as Schedule C, the Minister may, by giving written notice to the Owner, suspend or terminate this Agreement.
In the event that an indemnified object or appurtenance is seized under a valid order, including final order, of a competent civil or criminal authority, the Minister may, by giving written notice to the Owner, suspend or terminate this Agreement as it pertains to the seized object or appurtenance.

Misrepresentation and Fraud

This Agreement shall be void if the Owner or a participating institution has willfully or fraudulently concealed or misrepresented any material fact or circumstance relating to this indemnity or the subject thereof, whether before or after loss or damage.

No Benefit

No member of the House of Commons shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom.

Notice

Any notice to the Minister shall be addressed to:

Department of Canadian Heritage
Canada Travelling Exhibitions Indemnification Program
Heritage Policy and Programs Branch
25 Eddy Street, 9^th Floor (25-9-N)
Gatineau, Quebec
K1A 0M5

Any notice to the Owner shall be addressed to:
[address of owner, or owner's designated representative]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

HER MAJESTY THE QUEEN IN RIGHT OF CANADA,
as represented by the Minister of Canadian Heritage

________________________________________________
[name of owner, or owner's designated representative]

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