Last chance to register for today's webinar:

Date and time:  January 14, 2014  12 noon  EST    

Register here:  
 https://attendee.gotowebinar.com/register/4283010462266875649
Title:  Pitfalls for New and Emerging Businesses

 

Topic:   issues to be covered include consequences of incomplete/no/poor documentation, mishandling of employee leaves, problems arising from the use of technology, protection of employer’s interests by employment contracts and how to handle severance pay.  This is a broad ranging webinar addressing the areas in which employers, by failing to create a proper structure, set themselves up for more costly and problematic consequences.

 

Presented by Judge Ruth Kraft, Chair of the Employment and Labor Department at Kirschenbaum & Kirschenbaum PC 

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comment - Indemnity clause question from January 1, 2014

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Ken,

    In response to Warren’s question, re: the indemnity and signing the customer’s contract,  alarm companies need to make sure that they are not agreeing contractually to indemnify the customer for their sole negligence as this will void the contractual liability on many industry policies.

    Thank you again for continually sharing your expertise with us all!

    Warmest regards,

Alice Cornett Giacalone

Senior Vice President

Central Insurance Agency

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Response

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    Good point.  But what does it mean?  Telling me that your subscriber's contract has an indemnity clause and your subscriber is demanding that you indemnify it [rather than your subscriber indemnifying you] doesn't really give me enough information.  Sort of like telling me you have a car, leaving me to guess what kind.

    An indemnity provision can be as narrow or broad or imaginative as the draftsman of the document.  For example, in the Standard Form Contracts you will find an indemnity provision that requires your subscriber to indemnify you against any claims that may be brought against you.  It's very broadly worded.  

    Alice warns against an indemnity provision that includes the words, "including our sole negligence" or something akin to that.  So the red flag that goes up is why are you, or anyone, indemnifying someone who is the "sole" cause of the negligence.  The concept is so repugnant that under certain circumstances there are statutes that prohibit the provision.  For similar reasons insurance companies refuse to extend their insurance coverage to include your contractual indemnity when it's for another's sole negligence.  

    In point of fact you need to be mindful that your E&O insurance coverage may not cover any "contractual" exposure, and that includes your contractual agreement to indemnify another.  Before you agree to any indemnity check with your broker to make sure you have insurance coverage that will cover your contractual indemnity - and get that assurance in writing.  [might be a good idea to make sure your broker carries his or her own E&O insurance, just in case].  

    I know that many of you are experienced and sophisticated when it comes to your businss and the legal forms you are asked to sign.  No matter how comfortable you are with these forms I would be remise not to strongly suggest that you engage counsel - me in particular - before signing anything other than your Standard Form Contract.


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Webinar:  

 

Date and time:  January 14, 2014  12 noon  EST    

Register here:  
 https://attendee.gotowebinar.com/register/4283010462266875649
Title:  Pitfalls for New and Emerging Businesses

 

Topic:   issues to be covered include consequences of incomplete/no/poor documentation, mishandling of employee leaves, problems arising from the use of technology, protection of employer’s interests by employment contracts and how to handle severance pay.  This is a broad ranging webinar addressing the areas in which employers, by failing to create a proper structure, set themselves up for more costly and problematic consequences.

 

Presented by Judge Ruth Kraft, Chair of the Employment and Labor Department at Kirschenbaum & Kirschenbaum PC

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