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