access-indemnity-agreement

# 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 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