KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and white list ken@kirschenbaumesq.com ****************************** Indemnifying your central station and what to do about it April 7, 2022 *********************** Indemnifying your central station and what to do about it *********************** Most likely you have agreed to indemnify your central station. That indemnity covers not only mistakes that you may have made in installation or programming, but mistakes that the central station may make when responding to alarm signals. So yes, you are indemnifying the central station for its own negligence if that negligence involves your customer. Central station operator makes mistake on a signal, fails to dispatch or delays the dispatch or talks too much or does something else that the customer [or its insurance carrier] thinks contributed to the loss, you and the central station is likely to be sued and the central station is going to demand indemnity from you, which means, defend the central station in the law suit and pay whatever damages are assessed against the central station. Most lawyers, judges and people would not readily accept this indemnity undertaking; it seems contrary to accepted allocation of risk in construction settings. In typical construction scenarios the subcontractor indemnifies general contractor, architect and owner; the GC indemnifies the owner and architect. In homeowner situation, GC indemnifies the owner and the subcontractor indemnifies the GC. A contractor working directly for a homeowner indemnifies the owner. All this gets turned around in the alarm industry contract world. Your subscriber is indemnifying the dealer; the dealer indemnifies the central station [and some dealer programs and manufacturers. Indemnity exposes you to all your company assets, if you're smart enough to have created a separate entity to conduct the alarm business, ie, corporation or LLC, and you observe the necessary corporate procedures to avoid piercing the corporate veil. If you still conduct business in your own name or an assumed name [unincorporated] then you are exposing all of your assets. But risking your entire business is really more than enough risk for most alarm owners. It's a risk you should not be taking when it comes to indemnifying the central station. Recognizing the risk involved by indemnifying the central station [or manufacturer] you should name the central station as an additional insured on your E&O insurance. But this will cover you only to the extent of your insurance coverage. Unless you have limited your indemnity to the insurance coverage you will be exposing your company assets [and if not incorporated all your assets] if the damages exceed your insurance coverage. What to do? You must limit your indemnity exposure to your insurance coverage. The central station Dealer Agreement requires indemnity and it doesn't limit that indemnity. You should have the Rider to Central Station Dealer Agreement. The rider will address about 10 items, the indemnity issue is one of them, and probably the most important; so important that if the central station won't agree to limit your indemnity to the insurance coverage I think you should consider a different central station. Moan all you want about having to move the accounts; you'll be howling [not moaning] if you end up exposed for a central station mistake. Why would a central station agree to limit your indemnity? A few reasons. * competitive central stations may be agreeable to limiting your indemnity * the central station probably carriers a lot more E&O coverage than you do or most of its dealers carry * Most risk the central station assumes is going to be for its negligence, not the dealers. While the central station may get sued in any kind of loss scenario it really faces exposure only if it received the signals and failed to adequately respond to the signal. Under that scenario the central station, arguably, should bear its own responsibility for its negligence. Also keep in mind that the central station will likely have much more coverage than the average dealer and we certainly don't want to have a situation where the central station's E&O carrier decides t pursue the dealer for indemnity for reimbursement of its insurance payments. Don't accept this risk; insist on the Rider to Central Station Dealer Agreement, at least on this issue. ************************* To order up to date Standard Form Alarm / Security / Fire and related Agreements click here: www.alarmcontracts.com *************************** CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** ALARM ARTICLES: You can always read our Articles on our website at ww.kirschenbaumesq.com/page/alarm-articles updated daily ******************** THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily ************************* Wondering how much your alarm company is worth? Click here: https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth ****************************** Getting on our Email List / Email Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. You can read articles and order alarm contracts on our web site www.alarmcontracts.com ************************** 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
