Indemnity and Hold Harmless agreement.

[Rigers]

What is the name of your state (only U.S. law)? NY

Hi can anybody explain what the following indemnity clause means. I tried going through it several times but can't wrap my head around it. I want to lease a commercial space.
I'm XYZ.

In consideration of the engagement between XYZ Inc and ABC LLC, XYZ Inc enters into the following Indemnity Agreement while in occupancy of
(ADDRESS).
XYZ Inc agrees to indemnify and hold harmless ABC LLC, its members,
employees and affiliates and property from and against all losses, damages, claims or
costs, whether incurred or paid, on account of liability, death, injury, damages, or loss to
persons (including its employees, and the employees agents, subcontractors, servants,
customers and other parties) with whom it or the owner or occupants have contract to use
or occupy the property. Lessee agrees to pay all costs and expenses incurred or paid by
the owner or affiliates on account of being charged with such liability, death, injury, loss or
damage, including attorney fees and court costs in the defense or preparation of the
defense against such charges even if such claim or suit is groundless, false or fraudulent.
While any occupant or any of its sub-occupants property, equipment or personnel are in or
about the location as a result or connection with the occupancy.
In the case where any of the indemnities shall have contributed by reason of its negligence
to any claim being made, this indemnity agreement shall apply to the extent that the loss
was attributable to such negligent as provided by law.
The indemnity agreement shall survive the period of occupancy.​

Thanks!

 

[LdiJ]

What is the name of your state (only U.S. law)? NY

Hi can anybody explain what the following indemnity clause means. I tried going through it several times but can't wrap my head around it. I want to lease a commercial space.
I'm XYZ.

In consideration of the engagement between XYZ Inc and ABC LLC, XYZ Inc enters into the following Indemnity Agreement while in occupancy of
(ADDRESS).
XYZ Inc agrees to indemnify and hold harmless ABC LLC, its members,
employees and affiliates and property from and against all losses, damages, claims or
costs, whether incurred or paid, on account of liability, death, injury, damages, or loss to
persons (including its employees, and the employees agents, subcontractors, servants,
customers and other parties) with whom it or the owner or occupants have contract to use
or occupy the property. Lessee agrees to pay all costs and expenses incurred or paid by
the owner or affiliates on account of being charged with such liability, death, injury, loss or
damage, including attorney fees and court costs in the defense or preparation of the
defense against such charges even if such claim or suit is groundless, false or fraudulent.
While any occupant or any of its sub-occupants property, equipment or personnel are in or
about the location as a result or connection with the occupancy.
In the case where any of the indemnities shall have contributed by reason of its negligence
to any claim being made, this indemnity agreement shall apply to the extent that the loss
was attributable to such negligent as provided by law.
The indemnity agreement shall survive the period of occupancy.​

Thanks!

What it basically means is that you are agreeing to have enough business liability insurance to cover anything happening to someone while they are in your business space. It means that if a customer slips and falls, gets injured, and sues, (for example) that you will cover the whole thing, including any damages that might get assigned to the landlord in the case. This is very standard verbiage.

 

[You Are Guilty]

What it basically means is that you are agreeing to have enough business liability insurance to cover anything happening to someone while they are in your business space. It means that if a customer slips and falls, gets injured, and sues, (for example) that you will cover the whole thing, including any damages that might get assigned to the landlord in the case. This is very standard verbiage.

I agree with your first two sentences and cannot disagree enough with your final conclusion. Indemnity clauses are probably the most negotiated part of commercial contracts, and certainly one of the most litigated. There is no "standard verbiage". Considering how broadly this one is written, I would recommend OP speak to his attorney first to discuss the potential implications of signing it before he does so.

 

[HomeGuru]

I agree, especially being that it involves a commercial lease.