This is the final blog post about security services contracts written by the country's leading provider of security guard company insurance-
A few months ago we asked if you need a security contract with your clients. In our opinion, the answer in general is yes. We also advised in the event you are required to sign your client's standard form security contract, be on the lookout for the following phrases:
* Indemnity, Indemnification or Hold Harmless
* Additional Insured
* Waiver of Subrogation
* OCP - Owners Contractors Protective
* Term of Agreement
We have already examined all but this last one, Term of Agreement.
Agency Theory: Most contracts include a statement that you and your employees are an independent contractor, and that in performing those services you are not acting as an agent for your client. This language theoretically insulates your client from liability for your acts and omissions and those of your employees. It also protects you and your client from claims of joint employership that can result in both you and your client being responsible for claims brought by your employees (e.g., union issues, benefits, pension).
The problem of agency is generally unintentionally caused when the client takes control over your employees at its site. A director of security may begin assigning duties and tasks to your employees, which may cause injury (e.g., a guard hurts his back Friday morning when placing the security director's golf clubs in the trunk of his car.) The guard collects worker's compensation from your carrier and sues the client. Depending on the contract language you may have to defend and indemnify the client. You may also have to defend and/or indemnify for actions brought by third parties against your client resulting from a guard's action taken at your client's direction, (e.g., a patron sues for false imprisonment after the customer directs your employee to detain a suspected shoplifter.) This independent contractor issue is an example of good contract language being corrupted by poor practices.
This agency, or master servant - relationship also exists between you and your employees, including your guards. Under common law as a company you are liable for your own acts and omissions, negligent and intentional. As an employer you also are liable for the consequences of your employee's negligence. You may also be responsible for the intentional wrongdoing of your employees if that wrongdoing can somehow be related to your negligence in hiring, training or supervising the security guard.
