KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Can't negotiate with an AI contract or nonnegotiable boiler plate form
July 4, 2026
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Can't negotiate with an AI contract or nonnegotiable boiler plate form
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Ken
Beware of Trustlayer !!
After providing services for many years to a large operator of multi family housing, with a multiple Kirschenbaum Contracts for multiple services at multiple locations we get a totally one-sided agreement from "Trustlayer" entirely voiding the Kenny Kontracts.
It says, among other things.
* We cannot be an exclusive fire alarm contractor.
* Nothing can conflict with the terms of trustlayer agreement.
* I need to quote every service call before repair Emergency service not recognized.
* Nowhere is anything indicated to be "Code" but the only reference it "The satisfaction of the owner"
* Most owners we see would be satisfied with no fire protection at all.
* Owner may withhold any payment for any reason or "Alleged" reason.
* Contractor indemnifies and accepts all liabilities.
* "ASSUMPTION OF LIABILITY IS INDEPENDENT FROM AND NOT LIMITED BY INSURANCE COVERAGE"
* They will not accept coverage from Security America and it is disregarded in any event.
It contains:
* Both Parties have had the opportunity to review this Subcontractor Agreement with counsel and negotiate before signing this Subcontractor Agreement. Therefore, there will be no presumption for or against either of the Parties arising out of the drafting of the Subcontract.
* So I send this to Ken K and he tells me what he needs to work on my behalf. And there is no one at all to deal with - the entire "Trustlayer" agreement is written by A.I. And there is no person to negotiate with. The agreement is sent to you as a PDF purposely processed as an image, so it is extremely difficult to edit.
* The man who I deal with, representing this client for 10 years, does not know what to do. This is a Nationwide multi-family operator. I am offered what is a take it or leave it situation with no concern for the Kenny Kontract. My Kenny Kontract is in renewal with minimal time surviving.
Trustlayer has no bottom line, and no person to deal with and negotiate the A.I. Agreement with.
I reply to the provision:
"Both Parties have had the opportunity to review this Subcontractor Agreement with counsel and negotiate before signing this Subcontractor Agreement. Therefore, there will be no presumption for or against either of the Parties arising out of the drafting of the Subcontract."
WITH:
I asked for a contact to negotiate the subcontract agreement with. I have seen no follow up; therefore I presume that this agreement is void.
The mail to trustlayer bounced back as undeliverable.
Ken is a bright guy but the A.I. Simply is not available to negotiate with.
They have been asking me to sign this for 3 months - I said we need to take advantage of the ability to negotiate as offered - so far no reply.
Jerry from NJ
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Response
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The path forward here is simple; pass on the subcontracting opportunity. If all of your competitors in your area get as smart as you then this company trying to hire subcontractors will have no success. They just might realize that their contract, and their attitude, is to blame.
As a subcontractor you need to be doubly cautious. First, because you have no direct contractual relationship with the customer you have to hope that the hiring company was smart enough to use a Kirschenbaum Contract TM with the customer. Only then can you be comfortable that both the hiring company and you are protected from claims and damages as best a contract can provide such protection. Otherwise, you are wide open for a negligence claim if you make a mistake, or even if the customer or some third party thinks you made a mistake in either equipment, labor, material or services. Second, no matter what your performance level, you need to be concerned that the hiring company will pay you; that whatever disputes the hiring company may have with the customer, or hiring company's financial issues, don't become your problem. This is especially important when you're in Oregon and the hiring company's contract calls for litigation exclusively in Delaware; good luck with that.
In your business you really don't want to be involved in any way with a customer without a contract in place, before you do the work or service. That simple principle applies equally for design, installation, monitoring, repairs, inspections or whatever else you might do for the customer. When something goes wrong, and it always does sooner or later, you don't want to be dragged into a claim or lawsuit. You never know how deep that water can be.
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STANDARD FORMS Alarm / Security / Fire and related Agreements. click here: www.alarmcontracts.com
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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