FIRST DO NO HARM Clauses like the one below may look harmless, but without close scrutiny, they could leave your organization open to undeserved liability.

CLAUSE: Indemnification and Hold Harmless

“Group agrees to indemnify, defend, and hold harmless the Hotel and its officers, directors, agents, and employees from and against any and all demands, claims, and damages to persons or property, losses and liabilities, including reasonable attorney's fees, arising out of or caused by Group's or its attendees' negligence or willful misconduct.”

EFFECT: All for You, None for Me

At its most basic, an indemnification clause says: “If you get in trouble because of something I did, I'll bail you out.” Indemnification is a way of making sure that the liability ultimately falls to the person who is responsible for the damage or loss. The main problem with this hotel contract clause is that it is one-sided. The group is indemnifying the hotel, but the hotel is not indemnifying the group. The very first thing that needs to be done is to make the clause reciprocal so that each party is indemnifying the other.

An additional problem with this clause is that it requires the group to indemnify the hotel against any damage or loss caused by the negligence or willful misconduct of the group's attendees. While it is reasonable to expect the group to be responsible for attendees' actions during scheduled group functions, the group generally has no control over the actions of attendees when the attendees are on their own personal time. For example, imagine that a group attendee decides to smoke in bed, falls asleep, and catches his hotel room on fire, causing major damage to the room. Under the current clause, the group could be held liable for the damage done by the negligent attendee, even though it occurred while the attendee was on his own personal time. Ideally, the clause would be revised to specify that the group would be liable for group attendees during scheduled group functions.

Tyra W. Hilliard, Esq. (tyra@sumnerassociates.net), is an attorney at Sumner & Associates, P.C., an Atlanta — area law firm specializing in associations and the meetings industry. Prior to becoming an attorney, she worked in the meetings industry as an association meeting planner, a hotel catering manager, and a CVB sales manager.