D
DZLs
Guest
- Jurisdiction
- California
I have a small interior design practice where we advise clients on the purchasing of furniture and accessories. Everything is purchased directly, by the client, through the retailer, vendor, or manufacturer (we don't sell anything directly). All sub-contractors (ie. electrician to change light fixture) are hired directly by the client.
We are working with a new client whose lawyer has notes on our (very simple) work authorization/ contract. Though we've never had another client add/change anything in a contract, nothing they've requested seems unreasonable or out of the ordinary, so we are happy to oblige. However, they've asked us to attach "Exhibit A" to the agreement, with Point 1 stating we will provide them a copy of our liability insurance (no problem). Point 2 is an indemnity clause, which seem too far-reaching and indefinite. As stated:
2. INDEMNITY:
Designer shall, to the fullest extent permitted by law, defend, at their sole cost and expense, all claims through legal counsel selected by Client, and indemnify and hold Client and all of his, representatives, agents, servants, and employees, harmless from and against claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, costs and expenses (including without limitation attorneys' fees, expert fees and all other costs of litigation) of every kind and nature arising from and to the extent caused by the Designer's negligent acts, errors or omissions in the performance of its services under the WORK AUTHORIZATION to which this Exhibit A is attached. This indemnity obligation shall survive the termination of the WORK AUTHORIZATION and substantial completion of the project described in the WORK AUTHORIZATION. This indemnity shall include all acts or omissions of Designer and anyone directly or indirectly employed by them. Designer's obligations under this section shall not extend to any claims to the extent such claims arise from the sole negligence, willful misconduct or intentional act of the Client.
In the event of any inconsistency between the terms and conditions of this Exhibit "A" and the terms and conditions of the WORK AUTHORIZATION to which it is attached, the terms and conditions of this Exhibit "A" shall prevail.
I know indemnity clauses are typical in agreements, but is this standard language, or should I push back? To be honest, I don't really understand the practical ramifications of such language. Your thoughts are much appreciated.
We are working with a new client whose lawyer has notes on our (very simple) work authorization/ contract. Though we've never had another client add/change anything in a contract, nothing they've requested seems unreasonable or out of the ordinary, so we are happy to oblige. However, they've asked us to attach "Exhibit A" to the agreement, with Point 1 stating we will provide them a copy of our liability insurance (no problem). Point 2 is an indemnity clause, which seem too far-reaching and indefinite. As stated:
2. INDEMNITY:
Designer shall, to the fullest extent permitted by law, defend, at their sole cost and expense, all claims through legal counsel selected by Client, and indemnify and hold Client and all of his, representatives, agents, servants, and employees, harmless from and against claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, costs and expenses (including without limitation attorneys' fees, expert fees and all other costs of litigation) of every kind and nature arising from and to the extent caused by the Designer's negligent acts, errors or omissions in the performance of its services under the WORK AUTHORIZATION to which this Exhibit A is attached. This indemnity obligation shall survive the termination of the WORK AUTHORIZATION and substantial completion of the project described in the WORK AUTHORIZATION. This indemnity shall include all acts or omissions of Designer and anyone directly or indirectly employed by them. Designer's obligations under this section shall not extend to any claims to the extent such claims arise from the sole negligence, willful misconduct or intentional act of the Client.
In the event of any inconsistency between the terms and conditions of this Exhibit "A" and the terms and conditions of the WORK AUTHORIZATION to which it is attached, the terms and conditions of this Exhibit "A" shall prevail.
I know indemnity clauses are typical in agreements, but is this standard language, or should I push back? To be honest, I don't really understand the practical ramifications of such language. Your thoughts are much appreciated.