| name | access-indemnity-agreement |
| title | Access and Indemnity Agreement |
| 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. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/access-indemnity-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | real-estate |
| language | en |
| 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 |
