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 IS ACCOUNT WORTH THE INDEMNITY RISK
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Ken,
    We have a long term client that is requesting/requiring us to sign their hold harmless.  We have intrusion, fire and access control systems on the premise, which is a large food distribution facility.  Our total RMR from their accounts is under $100.  Between the facility and its contents, this is a multi-million dollar facility, with a very low relative RMR.  I have tried to explain to them that with this agreement, they are in essence asking us to provide our monitoring/security services AND insure their assets, all for the tiny monthly fee we charge.  I first attempted striking paragraph 2 in its entirety, which they rejected.  I then offered modifications, to which they responded no changes of any kind are acceptable – take it or leave it.  We have multiple contracts with them (all yours), the most recent of which is from an access control installation in May of 2014.  I tried to reference that agreement in the attached, rather than completely re-writing it, but it was a no-go.
    Can you give me an idea of cost for you to negotiate this with them?  They use a third party vendor compliance service called Ebex which collects insurance certificates and enforces this hold harmless.  I need to determine the best course going forward – bring you into the picture, or ratchet up the conversation myself  by saying, “you have already signed MY contract, and we aren’t signing anything else”.
Thanks,
Ron
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RESPONSE
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    Stating that you are being required to sign an Indemnity Agreement does tell me something, but not all I would need to know because the wording of that agreement is vital to understand your undertaking and exposure.  Not all indemnity agreements read the same.  
    If asked to agree to indemnity you should try to

  • limit that indemnity to your sole negligence
  • limit the indemnity to your available insurance coverage or a lesser amount
  • make the indemnity agreement subject to your Standard Alarm Agreement

    If you do agree to indemnify your subscriber be sure to name your subscriber as an additional insured on your E&O policy.
    If the subscriber has already signed your Standard Form Agreement then let them know you already have an existing contract; decline to sign theirs.  That may end up costing you the account, an assessment you have to make on an account by account basis.  One account with even $100 RMR isn't worth the risk you are being asked to take.
    Yes, I am available to talk to the subscriber or its counsel.  You have to decide if the account is worth that expense.
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RIGHTS ON MFG RECALL NOTICE
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Ken,
    What recourse does an installing dealer have when a manufacturer has a 
recall notice for their equipment?  We all have to expend time to replace the recalled items.  How can I 
recoup this time from the manufactures or distributors?
Mike
CSS
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RESPONSE
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    Some manufacturers will provide for some reimbursement of labor when issuing a recall.  If it doesn't then you can start by asking, then demanding to be compenstated.  Some companies will have only a handful of accounts affected by the recall and other numerous accounts so that the labor cost will be significant.  
    I think a good case can be made for reimbursement of your expense, but don't think it's an absolute.  It may depend on the nature of the recall [if it's essential that the product b e taken off the market], and when the manufacturer learned of the potential inherent danger or defect and yet continued to sell the product.  My first jury trial was for Premises Protection, Queens, NY, against a manufacturer I don't recall.  We prevailed and recovered something like $50,000; that was 35 years ago.
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BATTERIES IN WIRELESS DEVICES
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Ken
    Why do the Standard All in One commercial and residential forms require testing of battery operated devices and changing batteries at least annually when the devices are designed to send a low battery signal when batteries need changing?
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RESPONSE
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    That provision, like most, was requested by an alarm client.  I regulary defer to alarm clients in technical matters.  So rather than try and justify or rationalize the reason for the provision, I'll ask the experts out there, should be provision be deleted or revised?  Seems to me that recommending that batteries be changed by the subscriber is prudent, even if possibly unnecessary.
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