QUESTION
How can I suggest changes to this indemnification clause to make it more restricted?
Asked on Jun 26th, 2015 on Contracts - Virginia
More details to this question:
Here is the clause on the contract provided by the client: (a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from: (i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors, (ii) Contractor's failure to perform any of its obligations under this Agreement, and (iii) any act or omission of Contractor in connection with the Work. (b) Notification. Company will promptly notify Contractor of any claim for indemnification. (c) Survival. Contractor's obligations under this Section 10 shall survive termination or expiration of this Agreement.
1 ANSWER
Assault and Battery Attorney serving Forest, VA
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Thank you for asking this question. It highlights the idea that contracts are negotiable and that signers should be familiar and comfortable with the documents.
Large companies have in house counsel which spend much of their time reading and revising contracts for customers and suppliers. Virginia law also requires certain things to be in writing and signed. These lawyers seek the best interest of their company and work with the other lawyers of customers and suppliers to create a contract that best meets everyones' needs.
If you are unhappy with the provisions, you should go to the decision maker and lay out what you dislike. You should also have some ideas of what you would like to see in the clause as well.
Often, when certain parties want or need the business they let certain portions of the deal slide for the sake of keeping the business. In the end, you will be responsible for the writing you sign.
NOTE: This material is for information only. It does not constitute legal advise nor create an attorney-client relationship. Always consult and retain a competent Attorney when facing legal opportunities and challenges.
Answered on Jul 06th, 2015 at 4:43 PM