The Exchange Agent Agreement is a critical document used when a company requires the services of a qualified financial institution to manage and execute securities exchanges, conversions, or similar transactions in Canada. This agreement is essential for companies engaging in securities offerings, reorganizations, or ongoing exchange programs. The document establishes the legal framework for the relationship, detailing the agent's authority, duties, and responsibilities while ensuring compliance with Canadian securities laws, including provincial Securities Acts and IIROC requirements. It addresses key aspects such as processing procedures, regulatory compliance, risk management, and liability allocation, while incorporating specific Canadian market practices and regulatory requirements. The agreement is particularly important in transactions involving multiple security types or complex exchange mechanisms.
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1. Parties: Identification of the exchange agent and the company/issuer
2. Background: Context of the agreement and general purpose of the appointment
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Appointment and Authority: Formal appointment of the exchange agent and scope of authority
5. Duties and Responsibilities: Core responsibilities of the exchange agent including processing, recordkeeping, and reporting
6. Compliance and Regulatory Requirements: Obligations regarding securities laws, AML requirements, and other regulatory matters
7. Fees and Expenses: Compensation structure and reimbursable expenses
8. Standard of Care: Performance standards and duty of care requirements
9. Representations and Warranties: Basic assurances from both parties
10. Confidentiality: Protection of confidential information and data privacy requirements
11. Term and Termination: Duration of agreement and termination provisions
12. Liability and Indemnification: Allocation of risks and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances and market disruptions
14. Notices: Communication procedures and contact details
15. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment
1. Electronic Systems and Security: Required when the exchange agent provides electronic trading or processing systems
2. International Transactions: Include when services involve cross-border elements
3. Sub-Agents: Required when the exchange agent may need to appoint sub-agents
4. Business Continuity: Optional section for detailed disaster recovery and business continuity requirements
5. Intellectual Property: Include when proprietary systems or technology are involved
6. Insurance: Detailed insurance requirements beyond standard coverage
7. Anti-Corruption: Additional compliance requirements for international operations
8. Data Protection: Enhanced privacy provisions when handling sensitive personal data
1. Schedule A - Fee Schedule: Detailed breakdown of fees, charges, and payment terms
2. Schedule B - Service Level Requirements: Specific performance metrics and service standards
3. Schedule C - Operating Procedures: Detailed procedures for processing, reconciliation, and reporting
4. Schedule D - Authorized Persons: List of individuals authorized to give instructions
5. Schedule E - Form of Reports: Ƶ for required reports and notifications
6. Appendix 1 - Compliance Procedures: Detailed AML and regulatory compliance procedures
7. Appendix 2 - System Requirements: Technical specifications for electronic systems if applicable
8. Appendix 3 - Security Procedures: Security protocols and authentication requirements
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