Greetings and Happy Holidays!

We are currently negotiating an agreement with an offsite records
storage vendor and they have requested an exception to our organization's
standard indemnification/liability language.  Although I am not surprised
at their exception to our standard language, I am curious to know whether
other organizations have accepted language similar to that provided below.

Following is the language they are proposing:

Indemnification:
Unless caused by the negligence of CLIENT, [Vendor] agrees to indemnify and
hold harmless CLIENT, its officers, employees and agents for any liability,
cost or expense, including reasonable attorney’s fees and costs, that
CLIENT may incur as a result of any third party claims, demands, costs
or judgments against it for bodily injury or real property damage, to the
extent caused by [Vendor]  in the course of performing this Agreement.  For
all other third party claims, demands, costs or judgments against
CLIENT, unless caused by the negligence of CLIENT, [Vendor] agrees to
indemnify and hold harmless CLIENT, its officers, employees and agents for
any liability, cost or expense, including reasonable attorney’s fees and
costs, up to $10,000 in the aggregate, that CLIENT may incur arising out of
its relations with [Vendor]  or third parties pursuant to this Agreement.
Unless caused by the negligence of [Vendor] , CLIENT agrees to indemnify
and hold harmless [Vendor] , its officers, employees and agents for any
liability, cost or expense, including reasonable attorney’s fees and costs,
that [Vendor]  may incur as a result of any third party claims, demands,
costs or judgments against it arising out of its relations with the CLIENT
or third parties pursuant to this Agreement.

Limitation of Liability as to the Material:  No more than $2.00 per carton.


Thank you in advance for your consideration.  Wishing everyone an
incredible holiday season and new year!

Cheers,
jessica fairchild
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