access-indemnity-agreement

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. [Atticus UK/Scots refined]
tags	["agreement, drafting, transactional, SCOTS, UK, Scotland, legal, atticus, source-verification, evidence-matrix, hostile-review"]
atticus_refined	true
jurisdiction_focus	Scotland / UK, unless expressly classified otherwise
requires_live_source_verification	true
external_action_mode	prepare-only unless operator explicitly authorises filing/service/sending

Access and Indemnity Agreement

Atticus UK/Scots Legal Excellence Overlay

Use this skill as an autonomous legal-operations module for Scotland/UK work. Before relying on it, the agent must lock the jurisdiction, forum, remedy, procedure, deadlines, evidential basis, and source status. Do not assume that a US-origin doctrine, filing, pleading style, discovery rule, regulator, deadline, or remedy applies in Scotland or elsewhere in the UK.

Mandatory operating rules

1. Jurisdiction lock. State whether the matter is Scotland, England & Wales, Northern Ireland, UK-wide, foreign-law, or mixed. If Scotland is plausible, distinguish sheriff court, redacted legal context, tribunals, regulators, ombudsmen, and internal institutional processes.
2. Official-source hierarchy. Prefer legislation.gov.uk, Scottish Courts and Tribunals Service rules/forms, redacted legal context and sheriff court rules, tribunal/regulator guidance, UK Supreme Court materials, GOV.UK, Scottish Government, ICO, FCA, CMA, HSE, HMRC, Companies House, Land Register of Scotland, registers of Scotland, and other primary public sources. Treat secondary commentary as orientation only.
3. Live verification. Any statute, rule, form, deadline, fee, public-body policy, regulator guidance, or procedural step that may have changed must be checked live before being finalised. Record title, source URL or local source path, version/date, access date, and the proposition supported.
4. Evidence discipline. Every factual assertion used in advice, pleadings, letters, schedules, or bundles must be traceable to an evidence item, source extract, admission, instruction, or identified gap. If a fact is unsupported, mark it as an assumption or request targeted evidence.
5. Element-by-element reasoning. Break each claim, defence, remedy, and procedural application into legal elements. Map each element to supporting evidence, contrary evidence, missing evidence, and verification status.
6. Autonomous depth. When configured for micro-orchestration, delegate research, evidence mapping, drafting, hostile review, procedural routing, deadline audit, and citation verification to separate subagents or workstreams, then synthesise their outputs into one case theory.
7. External-action boundary. Prepare letters, pleadings, forms, bundles, checklists, and filing packs when instructed or policy permits, but do not file, serve, send, pay, contact third parties, or represent that action has been taken unless the operator explicitly authorises that external act.
8. Uncertainty handling. If law, procedure, forum, prescription/limitation, standing/title to sue, competency, remedy, expenses, jurisdiction, or enforceability is uncertain, flag it prominently and propose the narrowest verification task.

Expected work product

Where proportionate, produce a chronology, issue map, source log, evidence matrix, merits/risk table, remedy/damages table, procedural route note, draft document, bundle index, service/filing checklist, and operator handoff note. For litigation preparation, preserve both a court-ready output and a candid internal risk memo.

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

1. Run Pre-Draft Intake to collect deal parameters
2. Draft defined terms and license grant
3. Draft access procedures with invasive-activity gate
4. Draft insurance, indemnity, restoration, and confidentiality provisions
5. Assemble in section order
6. Run Post-Draft Alignment and Quality Audit

Pre-Draft Intake

Gather before drafting (skip if user says "use defaults" or "just draft"):

1. Governing law / property location - anti-indemnity, lien, environmental rules
2. Parties - owner, buyer/recipient, property manager, lender, access administrator
3. Property - address/legal description, occupancy, tenants, restricted areas, hazards
4. Deal posture - PSA/LOI status, diligence period, exclusivity, termination triggers
5. Scope - Phase I only vs Phase II, destructive testing, sampling, drones, roof access
6. Insurance - limits, additional insureds, primary/noncontributory, subrogation waiver, carrier ratings
7. 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

1. Parties, Property, Recitals, License Grant
2. Access Period, Procedures (notice, hours, escorts, tenant non-interference)
3. Permitted vs Invasive Activities with Work Plan gate
4. Insurance Requirements and endorsement delivery
5. Indemnity, Defense, Survival with discovery carve-out
6. Restoration, Lien Control, Incident Response with self-help
7. Confidentiality and Report Handling
8. Disclaimers, Termination, Dispute Terms, Priority/Integration
9. Signatures

Post-Draft Alignment

Ask after delivering draft:

1. Does the scope correctly distinguish non-invasive from invasive for this deal?
2. Are insurance limits and endorsement requirements acceptable to all parties?
3. Is there a lender to add as additional insured or notice recipient?
4. 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

• Access characterized as license, not lease or easement
• Work Plan approval required before invasive testing
• Insurance tied to endorsement delivery, not just certificates
• Indemnity covers defense costs, liens, tenant claims, lender
• Discovery carve-out for pre-existing conditions included
• Owner negligence carve-out appropriate for governing law
• Restoration obligations and self-help remedy included
• Lien cure periods contractual (not claimed as statutory without verification)
• Confidentiality/NDA conflict resolved
• Anti-indemnity statute compliance verified for governing jurisdiction
• All bracketed terms filled or flagged
• Environmental reporting obligations not stated as mandatory without verification

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

Foreign-Law / US-Origin Guardrail

This skill may contain inherited US terminology. For Scotland/UK use, translate rather than copy. Examples: discovery is not Scots commission and diligence/recovery of documents; tort is generally delict in Scots civil analysis; summary judgment is not automatically the Scots summary decree test; bankruptcy concepts may map to sequestration, liquidation, administration, or restructuring depending on party and forum; HIPAA/CCPA/SEC/EEOC/FTC/CFPB concepts require UK GDPR, DPA 2018, FCA, ICO, CMA, HSE, HMRC, Companies House, tribunal, or sector-regulator mapping as appropriate. If the matter is genuinely US or foreign-law, quarantine the foreign-law analysis and warn that local counsel/source verification is required.

Final Quality Gate (Mandatory)

Before marking the task complete, confirm:

• Jurisdiction/forum/procedure have been identified and are not imported from the wrong legal system.
• Current law, rules, forms, fees, deadlines, and public-body guidance have been verified from official sources where necessary.
• Every material factual assertion is tied to evidence, a source, an admission, an instruction, or a clearly labelled assumption.
• Prescription, limitation, time bar, appeal periods, service rules, competency, standing/title to sue, expenses/costs exposure, and enforcement have been considered where relevant.
• The output separates client-facing conclusions from internal risk analysis.
• Drafts include placeholders only where evidence or instructions are genuinely missing; no fabricated citations, authorities, quotes, dates, forms, or procedural steps are allowed.
• A hostile reviewer could reconstruct the reasoning from the evidence matrix and source log.