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Should you agree to customer’s Hold Harmless agreement
September 29, 2022
Should you agree to customer’s Hold Harmless agreement
          A new customer who signed the Commercial All-in-One agreement (and will likely sign the Commercial Fire agreement) has asked us to sign a Hold Harmless agreement.  I think I’m okay with the insurance requirements, but can you please let me know your thoughts. 
          Indemnity agreement [also called Hold Harmless Agreement] is only the title of the agreement; they all read differently and must be considered separately.  You can’t say sign or don’t sign the indemnity agreement until it’s been read and analyzed.
          You also have to consider the transaction; the intended work you are performing.  I am more inclined to accept an Indemnity Agreement when the work is installation only, not after-install services.  Even then it will always require some modification.
          Let’s look at the Indemnity provision that concerns you:
          “Contractor agrees to save and hold harmless Customer. hereinafter referred to as the Company, and its agents, officers, directors and employees from and against any and all claims, suits, demands and/or liability and the cost of defense thereof, arising from injury or damage to any persons or property by reason of any act or omission by the Contractor or its employees or sub-contractors in, upon or about the premises owned, operated or under the control of Company.”
          This is not a particularly broad indemnity provision.  You will be responsible for damages caused by your employees or subcontractors while on the premises.  That should not be interpreted to include loss or damage caused by alarm equipment or alarm service failure.  I would suggest making it clear in that regard.
          In my view alarm companies should be liable for damage they cause while on the customer’s property, in the same way that any contractor working on a customer’s property would expect to be responsible.  But you need to be careful that you don’t commit to providing indemnity if the building burns down or your customer suffers a million dollar inventory loss during a burglary. 
          It’s also interesting that your customer has already signed the Standard Form Agreements [and by the way, something that’s not mentioned, this job is already installed].  You could certainly let the customer know that you won’t and don’t have to sign the Indemnity Agreement.  Because that would cause stress and possible break in the relationship you are entertaining the idea of signing, and that’s always the case when I am consulted. 
          Most indemnity provisions are much broader than the one above and should not be signed when it covers the after-install services.  Negotiating these situations and agreements can be very technical and sensitive.  I suggest you join the Program today, because reading these articles and internet searches will only get you so far.  [likely to the courthouse]

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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