Question regarding Indemnity clause in Subcontractor Agreement

[Trikdagain]

Jurisdiction

Kansas

Could someone please tell me exactly what I am agreeing to as the Subcontractor if I sign an agreement which contains the following indemnity clause: (my company is actually an Oklahoma LLC but the contract states it will be governed by the laws of the State of Kansas)

9.1.1 INDEMNITY: To the fullest extent permitted by law, the Subcontractor shall defend, indemnify and hold harmless the Contractor, the Contractor's other subcontractors, the Architect/Engineer, the Owner and their agents, consultants and employees (the Indemnities) from all claims that may arise from any breach, violation or default by contractor or its employees, agents, representatives, Subcontractors, or Sub subcontractors, or any employees, agents, representatives or contractors of any foregoing, of contractors obligations under the contract documents including, without limitation, any violation of any law, statute, ordinance, order, rule or regulation, including, without limitation, any Environmental Law and the Storm Water Requirements.

 

[army judge]

To the fullest extent permitted by law, the Subcontractor shall defend, indemnify and hold harmless the Contractor

If one of your (subcontractor's) employees is injured due to some act or omission of the contractor, the contractor must indemnify and "hold harmless" the owner against resulting claims.

In addition, the contractor may be asked to indemnify the owner against claims for property damage, copyright, or intellectual property infringements, liens, and hazardous materials.

Contractors are also often required by the prime contract to "flowdown" such provisions in their subcontracts.

In essence, you can't cross-claim against the prime.

Before signing any contract it is always in your best interests to have the contract reviewed by YOUR attorney.

Its better to pay $500 to YOUR attorney to review the contract and advise you accordingly, than to sign the contract and later have to pay your attorney $50,000 to advocate on your behalf.

A lawyer explains the answer to your question in greater detail:

When Does Contractual Duty to Defend, Indemnify and Hold Harmless Really Kick In?

 

[zddoodah]

Brief translation: If you commit "any breach, violation or default . . . [of any] obligations under the contract documents," you will be liable to "the Contractor, the Contractor's other subcontractors, the Architect/Engineer, the Owner and their agents, consultants and employees" for any damages that result. Additionally, if anyone makes claims against any of those entities, you could be called on to defend and indemnify them.

This sort of provision is ubiquitous, and any general contractor who knows what it's doing will include such a provision in its subcontracts.