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Read through any contract or agreement you are being asked to sign to see if it contains an
Indemnification or Hold-Harmless Agreement. Before signing any such agreement, you should
immediately consult with your legal counsel to determine whether such an agreement is in your best
interests. Often, such agreements can be negotiated out of the contract.
To the extent you are able, it is usually to your compa nys advantage to include such Hold-Harmless
Agreements, which are in your favor, when getting others (such as customers, vendors, or
subcontractors) to sign your agreements. Again, you should consult with your legal counsel to draft
such appropriate Indemnification or Hold-Harmless Agreements into your contract documents so that
you receive this protection.
If you are being asked to sign a contract with an Indemnification or Hold-Harmless Agreement, at a
minimum it should be limited solely to your companys responsibility , and not include indemnification
for any acts, errors, or omissions of anyone else.
It is also important to remember that such agreements may result in creating liability where you might
otherwise be immune. The most common example of this is workers compensation. If one of your
employees is hurt in the course of your work, your company is normally immune from any liability except
that which arises under your obligations from the workers compensation law. However, your company
may waive that liability if it signs an Indemnification or Hold-Harmless Agreement. Thus, if you are a
subcontractor on a project, and have agreed to indemnify or hold harmless the general contractor, if one
of your employees is injured on the job and sues the general contractor, the general contractor may sue
you directly for those claims if you have signed an Indemnification or Hold-Harmless Agreement. You
could end up being liable for your employees full damages under those circumstances even though you
would have otherwise been immune from them if you had not signed the liability and Hold-Harmless
Agreement.
Other statutory immunities that you may have, arising under any other state or federal laws, might
similarly be voided if you voluntarily sign an agreement in which you agree to indemnify and hold
harmless someone else. It is vitally important that you check with your legal counsel before signing any
agreement that contains any one of these provisions.
This information is advisory, and it does not detect all unsafe acts or conditions. This information is designed to assist you in recognizing
potential safe work problems and not to establish compliance with any law, rule or regulation.