| name | access-indemnity-agreement |
| language | en |
| description | Drafts U.S. commercial real estate access and indemnity (right-of-entry) agreements for pre-closing due diligence. Covers license grants, non-invasive vs invasive testing gates, insurance/endorsement requirements, indemnity with discovery carve-outs, restoration and lien remedies, confidentiality, and anti-indemnity guardrails. Trigger: access agreement, right of entry, due diligence access, Phase I/II, invasive testing, pre-PSA site inspection. |
| tags | ["agreement","drafting","transactional"] |
Access and Indemnity Agreement
Short-form, execution-ready right-of-entry contract allocating operational control and risk during pre-closing property inspections — insurance tied to entry, indemnity scoped with discovery carve-out, anti-indemnity statutes addressed.
Quick Start
- Run Pre-Draft Intake to collect deal parameters
- Draft defined terms and license grant
- Draft access procedures with invasive-activity gate
- Draft insurance, indemnity, restoration, and confidentiality provisions
- Assemble in section order
- Run Post-Draft Alignment and Quality Audit
Pre-Draft Intake
Gather before drafting (skip if user says "use defaults" or "just draft"):
- Governing law / property location — anti-indemnity, lien, environmental rules
- Parties — owner, buyer/recipient, property manager, lender, access administrator
- Property — address/legal description, occupancy, tenants, restricted areas, hazards
- Deal posture — PSA/LOI status, diligence period, exclusivity, termination triggers
- Scope — Phase I only vs Phase II, destructive testing, sampling, drones, roof access
- Insurance — limits, additional insureds, primary/noncontributory, subrogation waiver, carrier ratings
- Confidentiality — existing NDA, report delivery expectations, privacy limits
Defaults (label when applied): buyer-side; Phase I non-invasive only; $1M/$2M CGL; standard indemnity with discovery carve-out; 48-hour notice; governing law per property state.
| Item | Details |
|---|
| Owner (name/entity/state) | |
| Recipient/Buyer (name/entity/state) | |
| Property Manager | |
| Property (address/legal) | |
| PSA/LOI status + diligence dates | |
| Access Period + notice lead time | |
| Permitted hours + escort rules | |
| Non-invasive activities | |
| Invasive activities (proposed) | |
| Insurance limits + endorsements | |
| Confidentiality/NDA cross-reference | |
| Governing law + venue | |
| Special hazards/tenant constraints | |
Step 1: Defined Terms and License Grant
Defined terms: Property, Access Period, Investigations, Invasive Activities, Owner Indemnitees, Recipient Representatives, Confidential Information, Work Plan
License grant — characterize as limited, revocable, non-exclusive license (not lease or easement). Recipient has no possessory interest. Subject to Owner's rules and tenant rights.
Step 2: Access Procedures and Activity Gates
Access procedures:
- [48] hours' prior written notice identifying entrants, purpose, equipment, insurance confirmation
- Owner may require escorts, reschedule, deny entry for non-compliance
- No tenant contact without Owner's written consent
Invasive activity gate:
- Non-invasive: visual inspections, measurements, surveys, Phase I ESA without sampling
- Invasive (soil borings, sampling, cores, roof/slab penetrations, system shutdowns): requires Owner's prior written consent via approved Work Plan (scope, schedule, contractor licenses, insurance, restoration plan)
Step 3: Insurance Requirements
Tie entry to receipt of acceptable endorsements, not just certificates.
- CGL occurrence form: [$1M] per occurrence / [$2M] aggregate
- Workers' comp as required by law; employer's liability [$500K]
- If invasive approved: umbrella/excess [$5M], Contractor's Pollution Liability [$1M]
- Additional insureds: Owner, property manager, [lender] — primary and noncontributory
- Deliver certificates + endorsements (CG 20 10, CG 20 37)
[VERIFY] before entry
Step 4: Indemnity, Restoration, and Confidentiality
Indemnity + discovery carve-out:
- Recipient indemnifies, defends, holds harmless Owner Indemnitees from claims, losses, liens, costs (including attorneys' fees) arising from entry/investigations/breach
- Carve out mere discovery of pre-existing conditions not caused or exacerbated by Recipient
- Carve out Owner's [gross negligence/willful misconduct/sole negligence] per governing law
[VERIFY]
- Must cover defense costs, liens, tenant claims, property manager, and lender
Restoration + lien control:
- Restore to substantially same condition; Owner self-help if repairs not commenced within [5] business days (immediate for safety hazards), costs plus [15]% admin fee
- Discharge or bond any lien within [10] days after notice
Confidentiality + reports:
- Covers documents, observations, photos, data from access; disclosure only to bound Representatives
- Report delivery: [full reports / factual data only / no reports]
- If Owner declines reports, state non-receipt to avoid "actual knowledge" consequences
[VERIFY]
PSA priority clause (if applicable): PSA access provisions control only on express conflict; insurance, indemnity, restoration, and confidentiality survive unless expressly superseded.
Step 5: Assembly Order
- Parties, Property, Recitals, License Grant
- Access Period, Procedures (notice, hours, escorts, tenant non-interference)
- Permitted vs Invasive Activities with Work Plan gate
- Insurance Requirements and endorsement delivery
- Indemnity, Defense, Survival with discovery carve-out
- Restoration, Lien Control, Incident Response with self-help
- Confidentiality and Report Handling
- Disclaimers, Termination, Dispute Terms, Priority/Integration
- Signatures
Post-Draft Alignment
Ask after delivering draft:
- Does the scope correctly distinguish non-invasive from invasive for this deal?
- Are insurance limits and endorsement requirements acceptable to all parties?
- Is there a lender to add as additional insured or notice recipient?
- Report delivery election: full reports, factual data only, or no reports (actual-knowledge implications)?
If no response, flag insurance limits and report-delivery election as highest-risk decisions; proceed if authorized.
Quality Audit
Rules
- Characterize access as license, never lease or easement
- Require Work Plan approval before invasive testing
- Tie entry to endorsement delivery, not just certificates
- Include discovery carve-out for pre-existing conditions; retain liability for exacerbation
- Use contractual lien cure periods; never claim statutory deadlines without verification
- For TX/NY/CA/FL: verify anti-indemnity requirements
[VERIFY]
- Environmental reporting is fact- and state-specific; never state as mandatory without verification
[VERIFY]
- If NDA exists, specify which document controls confidentiality
- Never fabricate statutory citations, insurance form numbers, or anti-indemnity rules
- All outputs require attorney review in the property's jurisdiction
