Legal Question in Personal Injury in Pennsylvania

Please interpret this for me...."Supplier hereby agrees to indemnify, defend, release and hold harmless XYZ Company and its officers, directors, agents and employees from and against any all liabilities, claims, demands, suits, judgments, damages, and losses, including the costs, expenses and legal fees in connection therewith or incident thereto arising out of death of or injury to any person whom so ever, including but not limited to employees of Supplier or UPS, or arising out of loss of, damage to, or destruction of any property whatsoever, caused by or arising out of or in any way connected with Supplier's performance of Services hereunder, excluding however injury or damage caused by the willful misconduct of XYZ Company"


Asked on 3/22/11, 10:51 am

1 Answer from Attorneys

Andrew Solomon Law Office of Andrew A. Solomon

This is a standard indemnity clause. Under this clause, the supplier would be required to legally protect XYZ Company in the event that someone was hurt or killed, or property was damaged that was:

caused by or arising out of or in any way connected with Supplier's performance of Services hereunder, excluding however injury or damage caused by the willful misconduct of XYZ Company"

In other words, if the supplier is performing its services under the contract, and someone sues XYZ for death, personal injury or property damage, then the supplier is solely responsible for any damages awarded against XYZ, and must pay such damages. Further, the supplier must defend XYZ in court (pay for the lawyers) and is cannot get reimbursed from XYZ, unless the injury or damage was caused by "the willful misconduct" of XYZ.

In other words, the supplier is on the hook for all economic consequences and damages caused while the supplier is providing the services under the contract.

If you are the supplier, you should contact your insurance company and make sure that have the correct insurance to cover you as a result of this clause. If you are XYZ, you should insist that the supplier have sufficient insurance to cover any such losses.

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Answered on 3/23/11, 7:55 pm


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