Property Management Indemnification Standards

[Joshua Zapin]

I am reviewing a property management agreement and came across this clause RE: Indemnification that seems too broad:

INDEMNIFICATION:

(a) The Owner shall indemnify, defend and save Agent harmless from all suits and/or other legal proceedings whatsoever and cost incurred therefrom in connection with the management of the Property and from liability for injuries suffered by any employee or other person whomsoever, except in cases of willful misconduct or gross negligence on the part of Agent or its employees, 

(b) The Owner shall indemnify and hold harmless the Agent from and against any costs, loss, expense or damage (including attorney's fees) suffered or incurred by the Agent arising out of or related to the enforcement of this Agreement arising out of a default or other breach by the Owner, the management, operation, improvement, alteration and leasing of the Property, including all other activities arising out of or related to Agent's duties under this Agreement or as a result of any act or thing done or permitted by the Agent or its agents or employees; provided, however, that such indemnification shall not apply to any such cost, loss, expense or damage to the extent that the same relates to or as a result of conduct by Agent which constitutes willful and wanton misconduct.

It seems like if one of the Property Manager workers (aka Agent) slips and hurts himself while cleaning the floor the "Owner" is then responsible. 

Am I reading it incorrectly?  Is that standard?  The agreement will be made in Indianapolis, IN. 

Thanks.

JZ

[John Mocker]

Joshua,

I would review this with both your insurance agent and attorney.  Part (a) seems to overly restrict you from going after the agent if they make a mistake that causes you a loss.  By restricting it to will full misconduct or gross negligence it makes me think that a case of simple negligence on their part would be precluded.  If their negligence, whether on not it could be considered gross negligence, causes a loss at your properties, shouldn't it be their responsibility to pay for.