Indemnification Indemnify – to protect or secure a person in respect of harm, loss, etc.; to secure a person against legal responsibility for actions; to compensate a person for a loss, expenses, etc. (The Concise Oxford Dictionary); Indemnity – a contract in which the indemnitor, for a consideration, promises to indemnify and save harmless the indemnitee against liability of the indemnitee to a third person, or against loss resulting from such liability. (www.duhaime.org)
“Save Harmless”, “Hold Harmless” or “Save & Hold Harmless” -These phrases can be used interchangeably with “indemnify” and “indemnification”. -Indemnity or hold harmless agreements protect one party against future lawsuits, losses or claims for something another party did or omitted to do.
Insurance A system to protect persons against the risks of financial loss by transferring the risks to a large group who share the financial losses.
By whom is an indemnity agreement or hold harmless agreement used? -Contractors and construction companies -Landlords when leasing to tenants -Manufacturers of products -Distributors of products -Buyers and sellers of businesses -Retailers -Insurance companies
Indemnification Agreements and School Boards Should they be used? If so, why? -To ensure that the party responsible for an injury or loss is held accountable to the injured party; -To transfer the risk to the party responsible, requiring them to defend the School Board in a lawsuit and, in some cases, to indemnify the injured party. (cont’d…)
Indemnification Agreements and School Boards -Long-term rental leases/joint use agreements (daycare centres, community groups) -Short-term rental agreements (community event, festival, sporting activity) -Snow removal contracts -Landscaping/grass cutting contracts -Plumbing, electrical contractors
Indemnification or Save & Hold Harmless Clause The contractor agrees to indemnify and save harmless the property owner against all losses, costs, expenses, claims and all injuries resulting out of the activities of the contractor in performing its services or any breach by the contractor of any term or condition of the contract.
Sample Pleadings of Negligence The Board failed to salt the parking lot on the date in question despite weather conditions which required same in order to provide reasonable traction for users of the parking lot. The Board failed to provide proper drainage on its premises which caused dangerous ice patches to form on the parking lot during the winter.
Insurance Requirement How do you find out if the party with whom you are entering into an agreement has insurance? Generally, you would request one of the following: Confirmation of Coverage Certificate Certificate of Insurance
Confirmation of Coverage Certificate What is it? –A document which confirms that the person/entity with whom you have contracted has valid insurance in place. When do you generally ask for one? When do you generally provide one?
Certificate of Insurance What is it? –A document that amends an insurance policy to temporarily add another party to be covered under the policy. When do you generally ask for one? When do you generally provide one?
Summation & Questions When entering into agreements with outside service providers, look for: 1.An Indemnification or Save & Hold Harmless clause, and 2.A clause obligating the service provider to have insurance coverage