Indemnification Clauses, Part 1* Discussion from a/e ProNet's Risk Management and Contract Guide. J. Kent Holland, Jr., Esq.
|
|
- Veronica Bruce
- 3 years ago
- Views:
Transcription
1 Indemnification Clauses, Part 1* Discussion from a/e ProNet's Risk Management and Contract Guide J. Kent Holland, Jr., Esq. Issue: Indemnification provisions in contracts may require the design professional to indemnify, hold harmless, and defend its client against claims, damages, and allegations. If you agree to indemnify your client for anything other than damages arising out of your negligence in the performance of professional services, you will be contractually liable for damages that you would not have been liable for under "common law." In other words, the courts would not impose liability on you since you did not violate the standard of care, yet you may be found contractually liable irregardless of whether you were negligent, since that is what you agreed to by virtue of the contractual indemnification clause. Indemnity clauses may include any, or all, of three distinct obligations, including to (1) indemnify, (2) defend, and (3) hold harmless the client. "Indemnify" means to reimburse your client following a loss. "Defend" means to pay the client's legal expenses as it defends itself against a third party claim. "Hold harmless" may have different meanings but most generally is understood to be your agreement to protect the client against harm from suits by either third parties or yourself. If you agree to "defend" your client, you may incur your client's defense costs as it defends itself against a third party claim, and you may find that your insurance will not cover those costs. To the extent your obligation to pay these defense costs is based only on your contractual commitment and not common law, you carrier will likely assert that the contractual liability exclusion of the policy excludes these costs from coverage. This is important to remember. No matter how innocuous an indemnity clause may appear to you, if it requires you to "defend" the client for any reason, it may create uninsurable losses for you. Discussion: A typical professional liability policy's contractual liability exclusion bars coverage for your contractually imposed obligation to "defend others." An example of such a clause is the following: Contractual Liability. This Policy does not apply to any damages, claims, or claim expenses based upon or arising out of liability assumed by You under any oral or written contract or agreement, including but not limited to hold harmless and indemnity agreements, agreements to defend others, and liquidated damages clauses, except that this exclusion shall not apply to a Claim where legal liability exists in the absence of such contract or agreement and arises from Your Wrongful Act or the Wrongful Act of Your subconsultants in the rendering of or failure to render Professional Services. Indemnity clauses fall into three groupings. These are commonly called "broad form," "intermediate form," and "narrow form." Broad Form Indemnity, as its name implies, requires the consultant to indemnify its client for all damages arising out of the project whether caused by the consultant, a third party, or even the client. An example of such a clause is: Consultant shall indemnify, defend and save harmless the Client, and its officers, directors, employees and agents, from and against all liability, loss, cost or expense (including attorney's fees) by reason of liability imposed upon the Client, arising out of or related to Consultant's
2 services, whether caused by or contributed to by the Client or any other party indemnified herein, unless caused by the sole negligence of the Client. By the terms of this clause, you will indemnify your client for damages arising from your acts regardless of whether those acts and omissions are negligent. By placing the word "negligence" after the other terms, it does not modify them but rather stands alone as a separate basis for indemnity. Notice that this clause requires you to "defend" the owner against claims. This type of "defense" obligation is barred from coverage pursuant to the contractual liability exclusion of your policy. The language also requires that you indemnify the client for mere "allegations" without regard to whether or not there is negligence. To trigger your indemnification obligation pursuant to this clause, there need only be a mere allegation that damages arose from your "professional services." Indemnification obligations not related to negligence are not covered by your policy. Beware that the limited contractual liability coverage afforded by the typical professional liability policy is not intended by the carrier to respond to the kind of contractual obligations imposed upon you by the above-quoted contract language. You should seek to strike language requiring you to provide contractual liability coverage. If the client will not agree to strike it, then at a minimum the language should be amended to indicate that only limited contractual liability coverage is provided meaning that your policy will contain an exclusion that provides a limited clarification of the contractual liability exclusion. Intermediate Form Indemnity also shifts much risk to the consultant but not as drastically as the broad form. It may state, for example, that the consultant will indemnify the client for all damages caused "in whole or in part" by the consultant. This language can be deceptively subtle. Many, if not most, courts interpret it to mean that if the consultant even slightly contributed to causing the damages, it will be required to indemnify the client for ALL of the damages, including those caused by the client's negligence. An example of such a clause is as follows: The Architect shall indemnify and hold harmless the Owner for all damages, losses, or claims that arise as a result, in whole or in part, from the negligence, or error, omissions, or failure to perform by the Architect, his employees, his agents, or his Consultants. This is an exceptionally bad clause. It is interpreted by courts to require the design professional to indemnify the owner for 100 percent of the damages incurred by the owner even if caused only in part (e.g., less than 1%) by the design professional. This is an unreasonable term and condition. It creates uninsurable risk for the design professional. Only the damages caused by the negligence of the design professional would be covered by the insurance. Narrow Form Indemnity requires the consultant to indemnify its client only to the extent that damages are caused by the consultant's negligence. Of the three forms of indemnity, this is obviously the most reasonable. An example is as follows:
3 Consultant shall indemnify the client for damages arising out of the performance of professional services, but only to the extent caused by the negligent acts, errors or omissions of the Consultant. Keep in mind that consultants' professional liability policies are intended to respond only to damages caused by the negligence of the insured design professional. Exclusions in the policy generally bar coverage for contractual liability in which the consultant has assumed liability it would not have had under common law because it performed services negligently. Beware of owner-generated clauses that initially may appear to provide negligence-based indemnity but in reality go further. Consider, for example, the following clause: Design Professional shall indemnify and hold harmless the Owner from any and all claims, damages, suits, and expenses caused by or arising out of the acts, omissions, errors or negligence of the Design Professional. Because "negligence" is placed at the end of the phrase, it stands alone and does not modify the terms "acts," "errors," or "omissions." As a result, the design professional could be required to indemnify its client for damages arising out of even non-negligent errors and omissions. To remedy this situation, the clause could be amended to read: " arising out of the negligent acts, omissions or errors of the Design Professional." The key is to place the adjective "negligent" in front of the balance of the words. A similar situation occurs in the following indemnity provision: Design Professional shall indemnify and hold harmless the Owner for all claims and damages arising out of the performance of professional services on this Project. This clause could be appropriately revised by inserting the adjective "negligent" in front of "performance" so that the revised clause reads: " arising out of the negligent performance of professional services on this Project." Conclusion: Carefully review the language of the contract's indemnity provision and remove any requirement that you "defend" your client in litigation. A requirement that you "defend" the client creates potentially uninsurable liability. In contrast to indemnification, which occurs after the fact and reimburses the client for its expenses, "defense" of the client requires you to expend money during the course of litigation before your liability has been determined. Revise indemnity provisions to ensure that you indemnify the client only to the extent of damages caused by your negligence or the negligence of others for whom you are legally responsible. If the indemnity provision contains the language "in whole or in part," negotiate revised language stating that you are liable "only to the extent" of damages arising from your negligence. The "contractual liability exclusion" in the professional liability policy states that there is no coverage for liability that you assume by contract that you would not have had at common law in the absence of the contract language. In other words, if you were negligent, your insurance covers you and the contractual liability is not an issue. If, however, you were not negligent, and the basis for the client's recovery against you is the contractual indemnification obligation, you have no coverage for that loss.
4 Pursuant to principles of common law, the design professional is legally responsible for its negligence, including a duty to indemnify its client for damages arising out of the design professional's negligence. A project owner, consequently, is adequately protected by common law even in the absence of any contract language specifically adding indemnification provisions. If you must have an indemnity clause, be sure it allocates risk to the parties in the best position to control and manage the risk. Consider the following: Consultant agrees to indemnify and hold harmless Client from and against any liabilities, damages, and costs arising out of the death or bodily injury to any person or the destruction or damage to any property, to the extent caused, during performance of services under this Agreement, by the negligent acts, errors and omissions of the Consultant or anyone for whom Consultant is legally responsible, subject to the limitations set forth in the Limitation of Liability article of this Agreement. EJCDC E-500 (2002 Ed.) provides at Article 6.10.D for mutual indemnification for damages arising out of negligence, and specifically limits the indemnification to the percentage share of the indemnifying party's negligence. Percentage Share of Negligence. To the fullest extent permitted by law, a party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. A mutual indemnification provision creating mirror image obligations for the parties may seem more reasonable, and may result in more reasonable treatment by the project owner when negotiating the terms and conditions. Consider the following mutual indemnification provision from a manuscript contract: Subject to the foregoing provisions, the Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors, employees and agents from and against any liabilities, damages and costs (including reasonable attorneys fees and costs of defense) arising out of the death or bodily injury to any person or the destruction or damage to any property, to the extent caused, during the performance of Services under this Agreement, by the negligent acts, errors or omissions of the Consultant or anyone for whom the Consultant is legally responsible, subject to any limitations of liability contained in this Agreement. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and agents from any liabilities, damages and costs (including reasonable attorneys fees and costs of defense) to the extent caused by the negligent acts, errors or omissions of the Client, the Client's contractors, consultants or anyone for whom Client is legally responsible.
5 Note this clause's good points: the indemnity is mutual; the indemnifying party only indemnifies for damages to the extent caused by its own negligence; and the indemnity obligation for the Consultant is capped at whatever limitations of liability have been negotiated into the contract in other clauses. Educate your client to understand that your insurance will not cover you or provide any benefits to the client for costs you agree to incur that arise out of anything other than your negligence. Indemnification Clauses is presented in a three parts discussing the analysis of indemnification clauses in contracts. Future editions of Contract Concerns will provide the remaining parts. Part 1 begins with "Issue" and ends with "Conclusion" and is re-printed from a/e ProNet's Risk Management & Contract Guide for Design Professionals by J. Kent Holland, Part 2 is a series of case notes by Mr. Holland, summarizing developments in the law concerning the application of indemnification clauses and limitation of liability clauses. Part 3 contains comments by Mr. Holland on a number of indemnification clauses reviewed from actual contracts. These are offered only for general education purposes and are not to be considered legal opinion or advice. Assistance of qualified counsel and insurance professionals should be sought concerning negotiations of contracts containing indemnification provisions. Kent Holland is a risk management consultant for the environmental and design professional liability unit of Arch Insurance Group, and he is Of Counsel with the law firm of Wickwire Gavin, P.C., with a practice emphasizing construction law. NOTE: The comments presented are general in nature, and are not intended to be a legal review or legal opinion. Neither a/e ProNet, Kent Holland, or any organization with whom Mr. Holland may are hereby providing legal services. Any opinions stated herein are solely those of Mr. Holland and are not to be attributed to any other party or organization. The information provided herein is for general educational purposes to assist the insured in understanding potential issues concerning the insurability of certain identified risks that may result from the allocation of risks under the contractual agreement. The insured should seek the advice of legal counsel familiar with construction law and contracts in the jurisdictions where this contract will be executed and performed.
A&E Briefings. Indemnification Clauses: Uninsurable Contractual Liability. Structuring risk management solutions
A&E Briefings Structuring risk management solutions Spring 2012 Indemnification Clauses: Uninsurable Contractual Liability J. Kent Holland, J.D. ConstructionRisk, LLC Professional consultants are judged
Contract Guide Course for Design Professionals: Part II
Contract Guide Course for Design Professionals: Part II Presented by: J. Kent Holland, J.D. ConstructionRisk, LLC Kent@ConstructionRisk.com 703-623-1932 1 AIA Registered Course This program is registered
Know Your Indemnity Obligation Know Your Risk Know Your Insurance Company
Know Your Indemnity Obligation Know Your Risk Know Your Insurance Company by KEVIN R. CARLIN, ESQ. Roadmap Key Points to Take From This Presentation: Type I, Type II &Type III indemnity How to identify
The Duty to Defend Your Client
The Duty to Defend Your Client Implications of Two Recent California Court Decisions and the Impact of SB 972 April 2011 By Jeffrey W. Cavignac, CPCU, ARM, RPLU, CRIS President/Principal, Cavignac & Associates
Green Design & Construction: How to Manage the Risks
Green Design & Construction: How to Manage the Risks www.redvectorenterprise.com A RedVector Enterprise White Paper Green Design & Construction: How to Manage the Risks By: J. Kent Holland, Jr. Introduction
Indemnity Clauses. Just boilerplate, right?
Indemnity Clauses Just boilerplate, right? Indemnity The obligation resting on one person to make good any loss or damage another has incurred or may incur by acting at his request or for his benefit,
CALIFORNIA Strict Indemnity Language. CALIFORNIA Intermediate Indemnity Language
CALIFORNIA Strict Indemnity Language Contractor (Indemnitor) shall indemnify, defend, and hold harmless Authority, its officers, officials, employees, and volunteers from and against any and all liability,
K YROUS R EALTY G ROUP, I NC.
K YROUS R EALTY G ROUP, I NC. 263 West 38 th Street Suite 15E New York, NY 10018 Phone: 212.302.1500 Fax: 212.302.3855 500 Greenwich Street Condominium-Alteration Policy The following documents must be
RISK MANAGEMENT IN CONTRACTS
RISK MANAGEMENT IN CONTRACTS There are many circumstances in which an Institution will contract with another party including service contracts, sales agreements, leases, practicum placement and affiliation
SAMPLE SERVICES CONTRACT
SAMPLE SERVICES CONTRACT The parties to this contract are the SAN DIEGO COUNTY WATER AUTHORITY, a county water authority, (the Water Authority) and, [a / an], having its principal place of business at
HOLD HARMLESS, INDEMNITY, SUBROGATION AND ADDITIONAL INSURED INSURANCE IN TRANSPORTATION CONTRACTS
HOLD HARMLESS, INDEMNITY, SUBROGATION AND ADDITIONAL INSURED INSURANCE IN TRANSPORTATION CONTRACTS By James W. Bryan Nexsen Pruet P.L.L.C. Greensboro, North Carolina 336-373-1600 jbryan@nexsenpruet.com
What You Should Know About General Agreements of Indemnity and Why You Should Know It
What You Should Know About General Agreements of Indemnity and Why You Should Know It Summary When a contractor (for purposes of this discussion, contractor includes subcontractor) first seeks surety credit,
WHAT TO LOOK FOR AND WHAT TO LOOK OUT FOR IN AN INDEMNIFICATION PROVISION
WHAT TO LOOK FOR AND WHAT TO LOOK OUT FOR IN AN INDEMNIFICATION PROVISION INTRODUCTION Of all the clauses typically contained in a construction contract, the indemnification clause arguably has the most
California Civil Code 2782.05
California Civil Code 2782.05 (a) Except as provided in subdivision (b), provisions, clauses, covenants, and agreements contained in, collateral to, or affecting any construction contract and amendments
INSURANCE REQUIREMENTS FOR VENDORS
INSURANCE REQUIREMENTS FOR VENDORS The Contractor/Vendor shall purchase and maintain for the duration of the contract/work insurance against claims for injuries to persons or damages to property which
NPSA GENERAL PROVISIONS
NPSA GENERAL PROVISIONS 1. Independent Contractor. A. It is understood and agreed that CONTRACTOR (including CONTRACTOR s employees) is an independent contractor and that no relationship of employer-employee
AGREEMENT FOR FINANCIAL AND ACCOUNTING CONSULTATION SERVICES
AGREEMENT FOR FINANCIAL AND ACCOUNTING CONSULTATION SERVICES THIS AGREEMENT is made as of December 1, 2003, by and between the San Francisquito Creek Joint Powers Authority, a body corporate and politic
FORC QUARTERLY JOURNAL OF INSURANCE LAW AND REGULATION
The plaintiff in Schmidt filed suit against her employer, Personalized Audio Visual, Inc. ("PAV") and PAV s president, Dennis Smith ("Smith"). 684 A.2d at 68. Her Complaint alleged several causes of action
IMPORTANT! - Please use the attached Application for Payment. All payment requests must be submitted on our form. Thank you!
` SUBCONTRACTOR: PHONE PROJECT: LOCATION: Page 1 of 6 SUBCONTRACT (SHORT FORM) JOB NO.: COST CODE: PRICE: This agreement is made and effective, by and between SUN CONSTRUCTION & FACILITY SERVICES, INC.
BUSINESS ASSOCIATE AGREEMENT
BUSINESS ASSOCIATE AGREEMENT The parties to this ( Agreement ) are, a _New York_ corporation ( Business Associate ) and ( Client ) you, as a user of our on-line health record system (the "System"). BY
Introduction to Directors and Offi cers Liability Insurance
CHAPTER 1 Martin J. O Leary Introduction to Directors and Offi cers Liability Insurance The following is a brief, general overview of coverage afforded under the Directors and Officers Liability Insurance
COMMENTARY. California s New Subcontractor Defense Regime for Non-Residential Projects: Creating Order or Chaos?
May 2013 JONES DAY COMMENTARY California s New Subcontractor Defense Regime for Non-Residential Projects: Creating Order or Chaos? As explained in a recent Commentary (available at http://www.jonesday.com/navigating_treacherous_
Health Plan Select, Inc. Business Associate Privacy Addendum To The Service Agreement
This (hereinafter referred to as Addendum ) by and between Athens Area Health Plan Select, Inc. (hereinafter referred to as HPS ) a Covered Entity under HIPAA, and INSERT ORG NAME (hereinafter referred
INDEPENDENT CONTRACTOR AGREEMENT
INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this Agreement ) is made and entered into as of, 20, by and between [INSERT NAME OF CONTRACTING PARTY] (the Contracting Party ),
Client Contracts: Business Risk, Professional Liability & Insurance Coverage
Hanover Architects & Engineers Advantage Client Contracts: Business Risk, Professional Liability & Insurance Coverage Many client-drafted contracts endeavor to transfer unreasonable risk to the design
ATTACHMENT A.6 INSURANCE REQUIREMENTS ROUTINE CONSTRUCTION, MAINTENANCE AND REPAIR PROJECTS
ATTACHMENT A.6 INSURANCE REQUIREMENTS ROUTINE CONSTRUCTION, MAINTENANCE AND REPAIR PROJECTS Contractor shall obtain insurance of the types and in the amounts listed below. A. COMMERCIAL GENERAL AND UMBRELLA
MASTER AGREEMENT FOR PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT SERVICES
MASTER AGREEMENT FOR PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT SERVICES THIS AGREEMENT is made and entered into this day of, 2007, by and between the University of Washington ( Owner ) and, ( Project
Terms and Conditions for Purchase Orders for Recycling Materials
Terms and Conditions for Purchase Orders for Recycling Materials This Agreement is made by and between AEROJET-GENERAL CORPORATION, an Ohio corporation with a place of business at Rancho Cordova, California
INDEPENDENT CONTRACTORS AGREEMENT
INDEPENDENT CONTRACTORS AGREEMENT THIS AGREEMENT entered into by and between (hereafter the Contractor ) and the Park District of Highland Park (hereafter Park District ). WHEREAS, Contractor will be performing
CCH INCORPORATED, A WOLTERSKLUWER COMPANY ACCESS AGREEMENT FOR THE
CCH INCORPORATED, A WOLTERSKLUWER COMPANY ACCESS AGREEMENT FOR THE Accounting Research Manager INFORMATION DATABASE PROVIDED THROUGH Mayer Hoffman McCann P.C. ("AGREEMENT" OR "ACCESS AGREEMENT") IN THIS
NAMING OTHER PARTIES AS ADDITIONAL INSUREDS. Roofing contractors typically are required to name owners, general contractors, property
NAMING OTHER PARTIES AS ADDITIONAL INSUREDS INTRODUCTION Roofing contractors typically are required to name owners, general contractors, property managers, architects and others as additional insureds
INSURANCE AND INDEMNIFICATION REQUIREMENTS. RE: CCTV system for bus shelters at the Economy Lot PAGE 1 OF 4
1THE PHILADELPHIA PARKING AUTHORITY RE: CCTV system for bus shelters at the Economy Lot PAGE 1 OF 4 Prior to commencement of the contract and until completion of your work, shall, at its sole expense,
PROFESSIONAL LIABILITY INSURANCE COVERAGE
Management Advisory 2002,Victor O. Schinnerer & Company, Inc. The information presented here is for risk management guidance. It is not legal advice nor should it be construed to be a determination on
California Senate Bill 474 Impact on Owners & Contractors
California Senate Bill 474 Impact on Owners & Contractors Beginning January 1, 2013, project owners, general contractors ( GC ), construction managers ( CM ) and any lower tier contractor who employs subcontractors
AGREEMENT BETWEEN COUNTY AND CONTRACTOR FOR GOODS AND SERVICES. THIS AGREEMENT, effective this 20th day of April in the year, 2015, between:
AGREEMENT BETWEEN COUNTY AND CONTRACTOR FOR GOODS AND SERVICES THIS AGREEMENT, effective this 20th day of April in the year, 2015, between: MARTIN COUNTY BOARD OF COUNTY COMMISSIONERS, a political subdivision
Independent Contractor Agreement (Long Form)
Independent Contractor Agreement (Long Form) This Agreement is made between Babson College ("College"), a Massachusetts non-profit corporation with a principal place of business at 231 Forest Street, Babson
Contractual assumption of liability beyond common law & your insurance cover 4. Words and phrases to be wary of 5
Guide to Better Agreements for Services for Architects December 2008 This Guide has been prepared in good faith but no warranty as to the correctness of such guidance or advice is given by NZACS or its
MINNESOTA STATE COLLEGES AND UNIVERSITIES General Insurance Requirements for Contractors & Vendors
Certificate of Liability Insurance, Form ACORD25: Following are the insurance requirements of the State of Minnesota acting through its Board of Trustees of the Minnesota State Colleges and Universities,
Referral Agency and Packaging Agency Agreement
Referral Agency and Packaging Agency Agreement Please read this agreement carefully. In signing this agreement, you acknowledge that you have read, understood and agree to be bound by each and every provision
Memorandum Potentially Affected AIA Contract Documents AIA Document A105 2007 AIA Document B105 2007 Important Information
Memorandum Important information related to requirements of state or local laws to include additional provisions in residential construction contracts Potentially Affected AIA Contract Documents AIA Document
Swarthmore College Financial Risk Management Team
Index: Overview Page 1 Definitions Pages 2-4 Responsibilities Page 5 Sample Clause Language Pages 6-9 Contract Review Checklist Pages 10-12 Contract Guideline Statement Revised: May, 2013 Contracts entered
INDUSTRIAL CARPET CLEANING SERVICES CONTRACT. THIS AGREEMENT executed on this the day of, 20 by and between. (hereinafter "Employer"), and
INDUSTRIAL CARPET CLEANING SERVICES CONTRACT THIS AGREEMENT executed on this the day of, 20 by and between (hereinafter "Employer"), and (hereinafter "Contractor") NOW, THEREFORE, FOR AND IN CONSIDERATION
INDEPENDENT CONTRACTOR AGREEMENT FOR HEALTH CARE PROVIDERS
INDEPENDENT CONTRACTOR AGREEMENT FOR HEALTH CARE PROVIDERS This Independent Contractor Agreement ( Agreement ) is made this day of, 20, between Purdue University, its employees, officers, trustees, affiliates,
Terms and Conditions for Tax Services
Terms and Conditions for Tax Services In the course of delivering services relating to tax return preparation, tax advisory, and assistance in tax controversy matters, Brady, Martz & Associates, P.C. (we
EZBackup.pro Online Backup Agreement. Online Backup
Software and Service License Agreement THIS DOCUMENT FORMS A CONTRACT (THE "CONTRACT") BETWEEN YOU (HEREINAFTER REFERRED TO EITHER AS "YOU" OR THE "USER" OR THE "CUSTOMER") AND TCR DBA. BY USING THE ONLINE
REQUEST FOR PROPOSAL. Design Services
Ventura County Community College District Ventura College Parking Lot Renovation REQUEST FOR PROPOSAL Design Services Proposals due by: 2:00 p.m. December 15, 2003 Deliver to: Project Director The JCM
North Central Texas College Board of Regents Meeting October 20, 2014. Consideration of Approving Fees for Owner s Representative
North Central Texas College Board of Regents Meeting October 20, 2014 AGENDA ITEM: Consideration of Approving Fees for Owner s Representative At the December, 2013, meeting of the Board of Regents, the
Risk Shifting: Indemnity & AI Provisions in a Construction Contract
Risk Shifting: Indemnity & AI Provisions in a Construction Contract Wednesday, August 15, 2012 Presented By the IADC Construction Law & Litigation Committee Welcome! The Webinar will begin promptly at
Independent Contractor Agreement. Name of Contractor: Address: Social Security or Tax I.D. Number:
HOFSTRA UNIVERSITY Name of Contractor: Address: Social Security or Tax I.D. Number: Independent Contractor Agreement THIS INDEPENDENT CONTRACTOR AGREEMENT (together with any attachments referred to below,
7.4.1 Be required to make exhaustive or continuous on-site reviews;
SUPPLEMENTARY CONDITIONS TO THE CANADIAN STANDARD FORM OF CONTRACT FOR ARCHITECTURAL SERVICES DOCUMENT SIX 2006 EDITION RAIC 6 2006 FRASER HEALTH PROJECTS The following Supplementary Conditions are specific
Investment Advisor Representative Agreement
Investment Advisor Representative Agreement HB15 By this agreement ( Agreement ) between Archer Investment Corporation. ( RIA ) and ( You, you, Your, or your ), you are hereby appointed a registered representative
A. For the consideration agreed below to be paid to Contractor by City, Contractor shall provide
STATE OF TEXAS CONTRACT FOR SERVICES COUNTY OF DALLAS THIS CONTRACT is made and entered into by and between the CITY OF DALLAS, a Texas municipal corporation, located in Dallas County, Texas (hereinafter
Master Software Purchase Agreement
Master Software Purchase Agreement This Master Software Purchase Agreement ( Agreement ) is entered into as of Wednesday, March 12, 2014 (the Effective Date ) by and between with principal offices at (
Non-Proprietary User Agreement No. NPUSR00xxxx SAMPLE BETWEEN
11//08/2012 ExT JGI - Umbrella The Department of Energy has opted to utilize the following agreement for Designated Non-Proprietary User Facilities transactions. Because these transactions are widespread
BROKER AND CARRIER AGREEMENT
P.O. Box 889 394 NE Hemlock Redmond, OR 97756 BROKER AND CARRIER AGREEMENT All loads tendered by Central Oregon Truck Company ("Broker") and accepted for transportation by third party carriers ("Carrier")
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. TARGETED STEAM AIR CONDITIONING INCENTIVE PROGRAM CUSTOMER AGREEMENT
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. TARGETED STEAM AIR CONDITIONING INCENTIVE PROGRAM CUSTOMER AGREEMENT This Agreement ( Agreement ) is entered into as of the date set forth on the signature
G U E S T E S S A Y S
Comparing and Maximizing Performance Bond and Commercial General Liability Protections Frank L. Pohl, Esq. and James C. Washburn, Esq. Often when acting as the prime on a construction project, the design
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VENDOR TBD FOR PURCHASE AND INSTALLATION OF AUTOMATED LICENSE PLATE RECOGNITION SYSTEMS
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VENDOR TBD FOR PURCHASE AND INSTALLATION OF AUTOMATED LICENSE PLATE RECOGNITION SYSTEMS NAME OF CONTRACTOR: RESPONSIBLE PRINCIPAL OF CONTRACTOR:, Vendor
Sample and Revised General Indemnification Clauses
Sample and Revised General Indemnification Clauses Devon E. Hewitt Partner, Protorae Law July 30, 2014 Prime Contractor-Friendly Indemnification Clause: Formatted: Indent: Left: 0" Subcontractor shall
SETTLEMENT AGREEMENT AND RELEASE. THIS SETTLEMENT AGREEMENT AND RELEASE is hereby entered into as of the
SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE is hereby entered into as of the 3 rd day of September 2015, by and between MALIA KIM BENDIS ( PLAINTIFF ) and SERGEANT NICK LIBERIO,
-1- -2- -3- -4- -5- INSURANCE REQUIREMENTS FOR DEVELOPER EXTENSION AGREEMENTS 1.1 The developer shall obtain and keep in force during the term of the contract, Commercial General Liability insurance policies
So Your Client Wants to be an Additional Insured
So Your Client Wants to be an Additional Insured Insurance provisions are of prominent importance to most clients when negotiating contracts with designers, contractors and other parties working on their
University Healthcare Physicians Compliance and Privacy Policy
Page 1 of 11 POLICY University Healthcare Physicians (UHP) will enter into business associate agreements in compliance with the provisions of the Health Insurance Portability and Accountability Act of
INDEPENDENT CONTRACTOR SUPPLIER AGREEMENT. and include your affiliates. We, us, our, and ours refer to ConSol Partners, LLC. Client refers to.
Parties You, your, and yours refer to INDEPENDENT CONTRACTOR SUPPLIER AGREEMENT and include your affiliates. We, us, our, and ours refer to ConSol Partners, LLC. Client refers to. Services Provided We
BROKER SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT. THIS AGREEMENT is entered into this day of, 20, between ( Broker ) and ( Salesperson ).
BROKER SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is entered into this day of, 20, between ( Broker ) and ( Salesperson ). RECITALS: Broker is engaged in business as a duly licensed real
DATA USE AGREEMENT RECITALS
DATA USE AGREEMENT This Data Use Agreement (the Agreement ), effective as of the day of, 20, is by and between ( Covered Entity ) and ( Limited Data Set Recipient or Recipient ) (collectively, the Parties
CITY OF SHERWOOD Independent Contractor Agreement (for Personal Services or for Public Works under $25,000)
CITY OF SHERWOOD Independent Contractor Agreement (for Personal Services or for Public Works under $25,000) Dated: Parties: City of Sherwood ( CITY ) 20 NW Washington Street Sherwood, Oregon 97140 And
MASSACHUSETTS CUSTOMIZED PRACTICE COVERAGE TITLE INSURANCE AGENT LIABILITY COVERAGE UNIT
(hereinafter called "the Company") MASSACHUSETTS CUSTOMIZED PRACTICE COVERAGE TITLE INSURANCE AGENT LIABILITY COVERAGE UNIT In consideration of the payment of the premium, in reliance upon the statements
INDEPENDENT CONTRACTOR AGREEMENT. Currituck (hereinafter County ) and, RECITALS
INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made the day December, 2015, between the County of Currituck (hereinafter County ) and, (hereinafter Contractor ). RECITALS County is a body corporate
HIPAA PRIVACY AND SECURITY RULES BUSINESS ASSOCIATE AGREEMENT BETWEEN. Stewart C. Miller & Co., Inc. (Business Associate) AND
HIPAA PRIVACY AND SECURITY RULES BUSINESS ASSOCIATE AGREEMENT BETWEEN Stewart C. Miller & Co., Inc. (Business Associate) AND City of West Lafayette Flexible Spending Plan (Covered Entity) TABLE OF CONTENTS
INSURANCE INDUSTRY PROFESSIONAL LIABILITY COVERAGE UNIT THIS IS A CLAIMS MADE POLICY. PLEASE READ CAREFULLY.
INSURANCE INDUSTRY PROFESSIONAL LIABILITY COVERAGE UNIT THIS IS A CLAIMS MADE POLICY. PLEASE READ CAREFULLY. I. INSURING AGREEMENTS A. INSURANCE OPERATIONS COVERAGE. We will pay on behalf of the insured
BUSINESS ASSOCIATE AGREEMENT
BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the Agreement ), is made effective as of the sign up date on the login information page of the CarePICS.com website, by and between CarePICS,
CLAIMS AGAINST TRANSLATORS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART ONE: PREVENTION AND MITIGATION
CLAIMS AGAINST TRANSLATORS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART ONE: PREVENTION AND MITIGATION Martin M. Ween, Esq. Partner Wilson, Elser, Moskowitz, Edelman & Dicker, LLP 150 E. 42
Newcomb Transportation & Logistics, Inc. Shipper/Broker Terms & Conditions
NEWCOMB TRANSPORTATION AND LOGISTICS SHIPPER TERMS & CONDITIONS 1. APPLICABILITY These Terms & Conditions and agreed upon pricing documents apply to all broker services (the Services ) provided by Youbulk,
LAS VEGAS VALLEY WATER DISTRICT
LAS VEGAS VALLEY WATER DISTRICT INSURANCE/INDEMNITY REQUIREMENTS TO PROVIDE PROFESSIONAL SERVICES Contacts Under $25,000 Page 2 Contracts over $25,000 and under $100,000. Page 3 Contacts Over $100,000
CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS. Amended and Restated as of November 13, 2013
CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS Amended and Restated as of November 13, 2013 THIS SHORT-SWING TRADING AND REPORTING POLICY APPLIES TO ALL DIRECTORS AND
APPENDIX A that is not acceptable. Arbitration settled by arbitration arbitration shall be held in New Jersey substantive law of New Jersey
APPENDIX A The attorneys in the Office of University Counsel at the University of Colorado Denver Anschutz Medical Campus review many different types of contracts on behalf of the University. Legal review
California Solar Initiative (CSI) Program 2007 Reservation Request Form and Program Contract [follows the second page Reservation Request form]
California Solar Initiative (CSI) Program 2007 Reservation Request Form and Program Contract [follows the second page Reservation Request form] CSI CONTRACT TERMS AND CONDITIONS This California Solar Initiative
Interactive Brokers Hong Kong Agreement for Advisors Providing Services to Interactive Brokers Clients
Interactive Brokers Hong Kong Agreement for Advisors Providing Services to Interactive Brokers Clients This Agreement is entered into between Interactive Brokers Hong Kong Ltd ("IB") and the undersigned
Contracting with Suppliers A Balanced Approach to Indemnities and Limitations of Liability!!"#$%&'(&)*+,"-&
Contracting with Suppliers A Balanced Approach to Indemnities and Limitations of Liability!!"#$%&'(&)*+,"-& "#$%!&'!&())! Co-presented by the Association of Corporate Counsel Ontario Chapter and WeirFoulds
NEW ERA LIFE INSURANCE COMPANY GENERAL AGENT S CONTRACT. For. Name. Address. City State Zip
NEW ERA LIFE INSURANCE COMPANY GENERAL AGENT S CONTRACT For Name Of Address City State Zip P.O. Box 4884 Houston, Texas 77210-4884 200 Westlake Park Blvd. Suite # 1200 Houston, Texas 77079 1-800-713-4680
The Nuts & Bolts of Insurance for Nonprofits
The Nuts & Bolts of Insurance for Nonprofits www.steelbridgeins.com 888.647.4777 It s more than what you need. It s what you deserve. Purchasing insurance for a nonprofit organization can be a confusing
LABOR PERMITS, TAXES, CERTIFICATIONS
DATE: Company: ATT: Fax No. : Phone No. : STANDARD TERMS AND CONDITIONS FOR FIELD SERVICE Dear Customer: ITEC is in receipt of your request for on-site service(s) (hereinafter Services ) by an ITEC Field
Errors and Omissions Insurance. 1.0 Introduction and Definition
Errors and Omissions Insurance 1.0 Introduction and Definition 1.1 Under the terms of this policy the word employee means any trustee of the Board of Education, any employee of the Hicksville Board of
CITY OF YORBA LINDA-FILM PERMIT 4845 Casa Loma Avenue Yorba Linda, CA 92885-8714 Date Rec d
-FILM PERMIT 4845 Casa Loma Avenue Yorba Linda, CA 92885-8714 Date Rec d Organization/Business: Contact Person: Address: Phone Number: FAX Number: Email: Location of Filming/Address: Date(s) and Hours
CONSULTANT AGREEMENT
CONSULTANT AGREEMENT AGREEMENT made this day of, 20, by and between PACE UNIVERSITY, One Pace Plaza, New York, New York 10038 (hereinafter referred to as Pace ), and [FULL LEGAL NAME OF CONSULTANT], with
BROKER/SHIPPER TRANSPORTATION AGREEMENT
BROKER/SHIPPER TRANSPORTATION AGREEMENT THIS AGREEMENT, Agreement, made and intended to be effective this (the) day of, 20 by and between having offices at ( BROKER ) and having offices at ( SHIPPER ),
RESTATED CERTIFICATE OF INCORPORATION CTC MEDIA, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware)
RESTATED CERTIFICATE OF INCORPORATION OF CTC MEDIA, INC (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) CTC Media, Inc., a corporation organized and existing under
DESIGN & CONSTRUCTION MANAGEMENT SERVICES THIS AGREEMENT, Made as of (Current Date), In the Year of (Current Year),
DESIGN & CONSTRUCTION MANAGEMENT SERVICES THIS AGREEMENT, Made as of (Current Date), In the Year of (Current Year), Between the Owner: And the Designer/Architect: For the Project: Contact Primary Full
NEWBURGH ENLARGED CITY SCHOOL DISTRIST NEWBURGH, NEW YORK REQUEST FOR PROPOSAL ARCHITECTURE SERVICES 2015 2016
NEWBURGH ENLARGED CITY SCHOOL DISTRIST NEWBURGH, NEW YORK REQUEST FOR PROPOSAL ARCHITECTURE SERVICES 2015 2016 Notice is hereby given that the Board of Education of the Newburgh Enlarged City School District,
AGREEMENT BETWEEN THE DELAWARE RIVER BASIN COMMISSION AND FOR
AGREEMENT BETWEEN THE DELAWARE RIVER BASIN COMMISSION AND FOR AGREEMENT made this day of, 201_, pursuant to the provisions of the Delaware River Basin Compact, by and between the DELAWARE RIVER BASIN COMMISSION
MEMORANDUM OF AGREEMENT SUMMARY
MEMORANDUM OF AGREEMENT Project Name/Description: Owner(s): Owner s (Owners ) Address/Phone/Email: Owner Type: Private Property Address/Vicinity: SHF Project Number: # Grant Amount: Total Estimated Project
Document B105 TM. Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project
Document B105 TM 2007 Standard Form of Agreement Between Owner and Architect for a Residential or Small Commercial Project AGREEMENT made as of the day of in the year (In words, indicate day, month and
United States Workers Compensation/Indemnification Overview
United States Workers Compensation/Indemnification Overview January 18, 2012 Jill Kirila jill.kirila@squiresanders.com Kevin Hess kevin.hess@squiresanders.com 36 Offices in 17 Countries Workers Compensation
Berkeley Unified School District ROUTING FORM Contract, MOU and Amendment Approval
ROUTING FORM Contract, MOU and Amendment Approval All Independent Contractor Agreement, MOU and Amendment Forms should be routed to Purchasing Department first for tracking. Purchasing will send the documents
INDEPENDENT CONTRACTOR AGREEMENT
INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ( Agreement ) is entered between Nordstrom, Inc. ( Nordstrom ), with a business address at 1700 Seventh Avenue, Suite 1000, Seattle,
RISK ENGINEERING TECHNICAL GUIDE
Introduction To meet the needs of many of our Producers or Agents who have developed a clientele of well performing general contractors, Crum & Forster s Claims, Risk Engineering and Underwriting Departments
Construction Defect Action Reform Act
COLORADO REVISED STATUTES Title 13. Courts and Court Procedure Damages Regulation of Actions and Proceedings Article 20. Actions Part 8. Construction Defect Actions for Property Loss and Damage Construction
CAMBRIDGE PROPERTY & CASUALTY SPECIAL REPORT
CAMBRIDGE PROPERTY & CASUALTY SPECIAL REPORT MANAGING THE RISK OF INDEPENDENT CONTRACTORS WORKING IN YOUR BUILDING This Special Report was written by Daniel P. Hale, J.D., CPCU, ARM, CRM, LIC, AIC, AIS,
Construction Claims Avoidance: Or How to Make Molehills Out of Mountains
Construction Claims Avoidance: Or How to Make Molehills Out of Mountains Brian W. Erikson Quilling, Selander, Cummiskey & Lownds, P.C. 2001 Bryan Street, Suite 1800 Dallas, Texas 75210 Telephone: (214)