Gary:  In the context of vendor contracts with law firms, we amended the standard General Indemnity clause to add the following language:

"...in no event shall the Depositor be liable for consequential damages, indemnification for consequential damages, or claims for consequential damages.  The Company [vendor] agrees to indemnify and hold harmless the Depositor and its officers, directors, shareholders, employees and agents fully for any loss, liability, cost or expense, including reasonable attorneys' fees (including fees and costs before and at all tribunal levels, including appeals), that Depositor may suffer or incur as a result of third-party claims, demands, costs or judgments against Depositor directly and proximately caused by the negligence of the Company in its performance hereunder, subject, however, in all events to (i) the limitations on the liability of the Company provided for in this Contract; and (ii) that in no event shall the Company be liable for consequential damages, indemnification for consequential damages, or claims for consequential damages."

In effect, we demanded that the indemnification clause be made mutual so that it benefits both parties to the contract, not just the vendor.

Lee R. Nemchek MLS, CRM
Information Resources Manager
Morrison & Foerster LLP
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(213) 892-5359 phone
(213) 892-5454 fax

-----Original Message-----
From: WALLIS Dwight D [mailto:[log in to unmask]]
Sent: April 12, 2002 10:08 AM
To: [log in to unmask]
Subject: Re: Contract Negotiation - Off-Site Storage Vendors

Gary, try this clause instead. It's the standard indemnification clause put
on all county contracts. Note the difference in emphasis.

INDEMNIFY AND HOLD HARMLESS: Contractor shall defend, hold harmless and
indemnify the County, its officers, agents, and employees from all claims,
suits, or actions of whatsoever nature resulting from or arising out of the
activities of Contractor or its officers, employees, subcontractors, or
agents under this Contract, except that, with respect to the performance of
professional services, Contractor's obligation to defend, hold harmless and
indemnify the County shall apply only to claims, suits, or actions which
have or are alleged to have resulted from or arisen out of the negligent
acts and omissions of the Contractor, its officers, employees,
subcontractors, or agents.


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