Basic Contract Wording For Indemnity & Insurance Clauses for Letter or Contract
All on-campus Facility Users or Service Providers should have a contract for services with the College. A letter agreement may serve as the contract, but must be signed by both parties. In addition to the basic information of “who, what, where, when and why” is using the space, the contract should include a paragraph on indemnity and a paragraph on insurance. While these are elements related (the insurance guarantees that the named party will have the resources to meet its indemnity agreements) they are legally distinct, and must not be linked in the contract, or placed in the same paragraph.
The paragraphs should read:
To the fullest extent permitted by Law, the (named party) will defend, indemnify and hold harmless (legal name of College), including its current and former trustees, officers, directors, employees, volunteers, agents, assigns and students from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of, or from the performance of its operations or services, or any act, omission, claim or loss of any of its employees, agents, volunteers, participants, guests or any other party they are responsible for, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist in the absence of this agreement.
The following insurance is required with these minimum limits of liability:
- Auto Liability - $1,000,000 CSL (including owned, non-owned and hired vehicles)*
- General Liability - $1,000,000 CSL per occurrence / aggregate
- Workers Compensation - Statutory**
- Employers Liability - $250,000/$500,000/$250,000***
The (named party) must provide proof of insurance through the issuance of a certificate of insurance showing the above coverages and limits specified. If the Service Provider carries higher limits, such limits must be shown on the certificate. The College has the right to demand a certified copy of any insurance policy. Certificates must be filed with the College before the (named party) is permitted on campus.
The (named party) is required to add the College to its General Liability and Employers Liability insurance policies with the following wording "Smith College, including its current and former trustees, officers, directors, employees, volunteer workers, agents, assigns and students, is added to this policy as additional insured".
This insurance requirement shall not be construed as limiting in any way the extent to which (named party) may be held responsible for the payment of damages to any persons resulting from its operations or the activities of any person or persons for which it is liable.
* If the organization does not own any autos, it need only show coverage for non-owned and hired autos.
** / *** If the organization does not have any employees (e.g. a volunteer organization) no workers compensation or employers liability insurance is required.
It is strongly recommended that complete contracts be used in all circumstances, and include clauses addressing:
- Choice of laws /jurisdiction
- Entire agreement
- Force majeure
- Names and trademarks
- Relationship of the parties
- Signature authority
- Term and termination
Five College Risk Management will support the Colleges with contract review for insurance, indemnification and general terms and conditions.
Changes to the insurance or indemnity clauses above should be cleared with Risk Management.