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Customer asking for indemnity / Customer asking for indemnity / Sign up for Free Webinar
February 10, 2021
Customer asking for indemnity
            A new customer is asking us to sign an indemnification clause.  They are signing our agreement as well, and there is nothing in their agreement that states it overrides any other agreements, so we may be protected? 
Also, if they are signing our contract, would signing their document limit our contract in any way?
            The Standard Form Agreements all provide for your customer to indemnify you.  You agreeing to indemnify your customer is obviously a conflict.  What happens when two contracts contradict each other?  A mess and the outcome will be far from certain until some judge decides the issue.  There are lots of factual issues besides the two contracts.  Usually a contract will say it supersedes other documents and agreements [the All in One agreements have this provision].  It may also depend on which contract was executed last, among other issues.
            The general rule of thumb is do not indemnify your customer.  Here are some exceptions:
  *  when your indemnity is limited to your negligent acts while you are actually working on the premises performing installation
  *  when your indemnity is limited to a specify insurance policy, hopefully paid for by your customer
            You should avoid indemnifying your customer for after installation work, whether per call or under RMR.
            You should never indemnify your customer unless you are sure [that means positive] that you have contractual indemnify coverage on your E&O policy, or you have named your customer as an additional insured.
Husband and wife
            We usually have Mr and Mrs as the named subscribers though typically only have one sign the Residential All in One.  If they get a divorce and only one signed that could be a problem, although it has worked out before as I always talk to the signer to verify.
            If both had individually signed we are now in the middle.  I don’t like that.  If we write it as “Mr. & Mrs. John Doe Residence” what would happen?
   What say you now?
            You can name all the subscribers you want at the top of the contract but the only ones you are going to be able to hold to the contract are the ones who have signed the contract.  Too bad for you that it may not work that way in reverse because the non-signing spouse will claim to be an intended third party beneficiary, a claim that is likely to win, especially since you named that party on the top of the contract.
            Feuding spouses [and it could just as easily be partners at a residence or business] can get ugly and you could certainly be dragged into the dispute, especially if you continue your practice to discuss the matter with the one who signed the contract.  I'm not quite clear on what you would say, but maybe you can resolve their matrimonial or business dispute while you're at it.
            Here is how you handle the issue so as not to be caught in the middle.  Do nothing until you get a court order.  Before you decide to play Solomon I suggest you consult with your own attorney.  You have my number.

Webinar announcement: Register now for this informative webinar
Title:  Forensic Analysis of Non-Conforming Control Panel(s); the UL issue
When:  February 16, 2021 at 12 PM noon ET  1 hour.  Will be recorded
Topic:  Analysis of risk if using control panels that don't meet UL and NFPA standards
Presented by:  Jeffrey Zwirn and  Merton Bunker, PE former NFPA employee and Staff Liaison for NFPA 72
Hosted by: Ken Kirschenbaum,Esq
Who should attend:  Alarm company owners, AHJs, Nationally Recognized Testing Laboratories and manufacturers

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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