As part of our risk management and loss prevention service to our insureds, we have compiled some of the best and most comprehensive contractual language for insurance matters. While we do not require it for insurability, we cannot overstate the importance of using a contract when working with a 3rd party.
Keep in mind that we are not lawyers or specifically versed in state specific variances – so be sure to seek legal counsel for review.
Sample Contracts
Indemnification (Third Party)
Third Party shall indemnify and hold harmless Telcom Insured and Client, their owners, officers, directors, agents, and employees, from and against losses, damages, expenses (including attorneys’ fees and costs), claims, suits and liabilities to the extent caused by negligence, or the alleged or actual violation of any applicable law by the Indemnifying Party or any of its employees, agents or subcontractors. The types of claims covered by this indemnification provision, shall include, but shall not be limited to: worker's compensation claims, general, automobile or professional liability claims, claims under wage and hour laws, employment tax liability, benefits claims, claims related to independent contractor status, the status of its personnel, or any other matters involving the acts or omissions of Contractor or its personnel.
Indemnification (Joint)
Each party (the Indemnifying Party) shall defend, indemnify and hold harmless the other party (the Indemnified Party), its affiliates, and its and their officers, employees and agents from and against all losses, damages, expenses (including attorneys’ fees and costs), claims, suits and liabilities to the extent caused by negligence, or the alleged or actual violation of any applicable law by the Indemnifying Party or any of its employees, agents or subcontractors. The Indemnifying Party shall, upon the Indemnified Party’s request, immediately assume the handling, negotiation and defense of any such claim for which the Indemnifying Party is responsible and shall keep the Indemnified Party fully informed of all developments related to such activities. Each party’s obligations under this Article shall continue regardless of the termination, cancellation or expiration of this Agreement for events that arose while this Agreement was in effect.
Hold Harmless
*HOLD HARMLESS or DISCLAIMER OF LIABILITY or LIMITATION OF LIABILITY: To be held harmless is preferred but if not possible the disclaimer or limitation is an option.
Contractor shall indemnify, defend and hold harmless Telcom Insured its officers, directors, employees and affiliates (the “Hardy Indemnitees”), from and against any and all suits, claims, losses, damages, liabilities, obligations, judgments, penalties, fines, awards, costs, expenses and disbursements (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation) (collectively, “Losses”) suffered or incurred by the Telcom Insured Indemnitees based upon, arising out of or related to any allegation that Contractor or any of its employees is an employee of “telco” by virtue of performing any work for or on behalf of “telco” hereunder or otherwise.
Disclaimer of Liability
Neither party shall be liable for injuries or damages to persons or property resulting from any cause what-so-ever, Except for bodily injuries, death or tangible property damage caused by such party’s sole negligence.
Limitation of Liability
In connection with the services provided generally under this Agreement and specifically by a particular technical personnel, in no event shall Telcom Insured be liable to Client for damages to any property or person or for indemnification in an amount greater than the amount paid by
Client in connection with the performance of such services by such personnel whose actions or omissions are the basis for such damages or indemnification [OPTION: OR GREATER THAN THE LIMITS OF FIRM'S APPLICABLE INSURANCE COVERAGE (IF ANY), WHICHEVER IS GREATER]; provided, however, that FIRM shall not be liable for any damages whatsoever caused by any acts or omissions beyond its control or not due to its fault, or for any special or consequential damages, loss of profits, interest, penalties or fines; and provided further, that if Client requests or directs that FIRM perform an act or omit the performance of an act, and if FIRM performs or omits the performance of such act as directed or requested, or if Client approves, affirms or ratifies the performance or omission of any act of FIRM, then notwithstanding anything in any section of this Agreement, Client shall have no claim against FIRM for liability or indemnification in connection with such act or omission to act. In the event that FIRM performs or omits to perform any act which may support a claim for liability or for indemnification by Client, Client shall give prompt written notice to FIRM upon its initial receipt of information that could reasonably support such claim, and failure to give such timely notice shall constitute a waiver of such claim. FIRM shall have the right to defend, or cause Client to defend, any claim for indemnification and Client shall extend reasonable cooperation in connection with such defense, which shall be at FIRM's expense. FIRM or its designated representative shall also have the sole right to settle any such claim for indemnification if such settlement includes a complete release of Client. Client may at its expense participate in the defense of any such claim for indemnification if its position is not materially inconsistent with that of FIRM and if in its reasonable judgment such claim or the resolution thereof would have an ongoing material effect on Client. In the event FIRM fails to defend the same within a reasonable length of time, Client shall be entitled to assume the sole defense thereof, and FIRM shall be liable to repay Client for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper.
Insurance Requirements
Insurance should be required of the third party with equal or greater liability limits and you should request to be named as an additional insured as well as have subrogation waived. The third party should provide, on an annual basis, proof of the following forms of insurance:
- Commercial general liability with $1,000,000 per occurrence for bodily injury and property damage.
- Commercial automobile liability, if no owned automobiles then hired and non-owned automobile protection, with a $1,000,000 limit.
- Workers Compensation with statutory coverage on Coverage A and $500,000 of employer’s liability.
- Umbrella Liability of no less than $___________.
- Liability policies mentioned in a,b,c, and should name Telcom Insured as an additional insured and provide that subrogation will be waived against Telcom Insured.
Loss Control Responsibilities
All contractors, of all tiers, should appoint a competent person (as defined by OSHA) to represent their organization to oversee and actively enforce safety loss control requirements at the jobsite, such as:
