You can read all of our articles on our website.  Having trouble getting our emails?   Change your spam controls and white list, and 
Indemnity clause updated
September 18, 2017
Indemnity clause updated 
    I've tried to explain the degree of scrutiny courts give the indemnity clause [the other protective provisions also], but I just can't do it justice.  The courts will nit pick each word, torturing the sentence, until the desired result is achieved.  Usually the desired result is denial of indemnity.  That's not what you want when it's you moving to enforce the Indemnity Clause in your contract.  It's not what your insurance carrier wants either, especially since with claims within policy limits it's your carrier who receives all the benefits of the indemnity clause [other than your deductible].  
    The Standard Form Agreement indemnity clause was clear as a glass of water.  The subscriber is required to indemnify against all claims, under all circumstances, including legal fees, etc.  So what part of the provision isn't clear enough?  Fortunately the indemnity provision in the Standard Form Agreement has always been enforced as far as I know.  I know it's been enforced in all the cases I handled. But we did have challenges to whether the order for indemnity should wait until the underling lawsuit was concluded.  I have always overcome the challenge, but it was a battle.  So why did the indemnity clause need updating?
A recent court decision reviewed an indemnity provision that discussed when a party is entitled to indemnity and defense costs.  The options are:
  • wait until the case is decided, concluded, and then deal with the request for indemnity, including covering damage award and legal fees for defending the lawsuit
  • require indemnity upon the "tender of defense", requiring the indemnifying party to defend the lawsuit, pay the legal fees as they arise, and cover damages if and when awarded
    It should be obvious that a comprehensive indemnity clause, the one we have used in the Standard Form Agreements for a long time, should cover immediate indemnity, defense costs advanced.  But why take any chances, so the Indemnity Clause has been updated.  The only way it may not be enforced is if the law in your jurisdiction prohibits indemnity [like PA and perhaps other states].  
    The good news is that the 2018 updates to the Standard Form Agreements have all been made up to date.  So no need to wait to update your contract; the agreements are all updated.
The indemnity clause is one of the core protective provisions.  Contract provisions are not read in isolation, but read together with other contract provisions so that courts can interpret the intent of the parties to the contract [who of course are in sharp disagreement at that point].  It's important to have all the various provisions that insulate and limit liability, and all the provisions should support the other provisions.  Liability issues quickly overshadow all other issues when you are facing a massive claim that exceeds your insurance coverage and threatens to consume all your business [and maybe personal] assets. 


alarm classifieds alarm security contractsThis area is reserved for alarm classifieds, alarm company announcements, solicitations, offers, etc. Those wishing to sell or buy; borrow or lend; dealer program or dealer; central stations; insurance brokers; business  brokers, insurance companies. Equipment to sell; looking for employees; subcontractors; mergers;

There is no charge to post a listing here.Include your contact information, phone, email and web site.  If you would like to submit a posting, please send an email to  To create a reciprocal link to our website, click here.
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

Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
516 747 6700