FIRST, DO NO HARM
clauses 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 liability ultimately falls to the person who is responsible for the damage or loss. The main problem with this clause is that it is one-sided. The group is indemnifying the hotel, but the hotel is not indemnifying the group. The first thing that needs to be done is to make the clause reciprocal.
Another problem with this clause is that it requires the group to indemnify the hotel against 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 attendees when they are on their own time. For example, imagine that an attendee decides to smoke in bed, falls asleep, and sets his hotel room on fire, causing major damage to the room. Under the current clause, the group could be held liable for the damage, 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., is an attorney at Sumner & Associates, P.C., an Atlanta-area firm that provides consulting and legal services to associations and meeting industry professionals.
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