the importance of contract review kristina phillips pestsure i would like to emphasize that the...
TRANSCRIPT
THE IMPORTANCE OF CONTRACT REVIEW
Kristina Phillips
PestSureI would like to emphasize that the discussion set forth above is only an insurance/risk management perspective and is NOT legal advice. We do not provide legal advice and I highly recommend that you seek the advice of legal counsel in order to become fully apprised of the legal implications related to these issues.
The Importance of Contract Review
• Contracts are an important part of doing business• Defined as and agreement between two parties exhibiting the following necessary characteristics:• Mutual agreement• Competent parties• Consideration (some form of payment)• Legal subject matter
Contracts are Everywhere
• Many forms of contracts• Service Agreements
• Yours• Theirs
• Purchase Orders• Leases
• Property• Auto• Equipment
• Employment• Non-compete agreements
• Your Insurance Policy
Most Common (most dangerous)• Indemnification clauses/hold harmless agreements in your customer’s contracts• Who reviews these in your company?• Be careful what you are agreeing to.• We want to cover our negligence and have them cover
their negligence.• Many contracts are written where you assume much
more liability than you should.• NOTE: Not everything is covered by insurance.
• Breach of contract• Failure to perform• Faulty work
Indemnification clauses/hold harmless agreements
• Be diligent in your review• Your efforts will pay off• Many clients will negotiate• ALWAYS negotiate before you sign the contract• Be sure to review insurance requirements• It comes down to a business decision• PROTECT you and us
Indemnification clauses/hold harmless agreements
• Things to watch for when reviewing contracts#1 “ARISING OUT OF”
Always replace this with
“CAUSED BY”
See Joe’s report for explanation
• Key Words to Watch For:• Approved counsel• Solely• In whole or in part• Of any kind or character• Any and all
Certificate Requirements
• PAY ATTENTION!!• You can’t agree to coverages you don’t have. If you don’t know, please ask.
• Certificates are evidence of coverage only• Coverage language belongs in the contract, not on the certificate. Is it in the contract?
• We cannot add old edition of endorsements. The carrier will not allow this.
Certificate Requirements
•PAY ATTENTION!!• Know your limits.• Know your coverages.• Its OK to say “NO”!• You might have to talk to someone else at the company. We can help.
• Sometimes the job is not worth the risk.
In Summary
• Protect us all by reviewing the contracts/insurance requirements – that doesn’t mean the sales person.
• It’s ok to say no, sometimes the job is not worth the risk. But it comes down to a business decision, and that is YOURS.
• People WILL negotiate, not always, but a lot. Sometimes it’s about getting the right person.
• We are here to help you.
Kristina Phillips