Over a couple of decades I only had to refuse to apply or to agree with a
couple of narrow-minded sponsors who could not understand that the state is
sovereign, or would not budge on requiring indemnification.  (One was
another state institution, and we had to go to their AG!)  Give it the old
college try, and then write them off if they are intransigent.  I like your
substitute language!  Good Luck!

Chuck

At 11:12 AM 5/11/2004, you wrote:
>Colleagues . . . Would appreciate any input on the following issue:
>
>One of our faculty wants to apply to a Business Funding Foundation that
>requires that a "Grant Application and Agreement"  must be signed, dated
>and mailed to them.  Proposals will not be considered until the signed
>Agreement is received."  The Agreement is basically, a contract signed
>up-front, by the applicant agreeing to terms and conditions included in
>most contracts with industry.  We are a state institution that is unable
>to accept indemnification/hold harmless clauses.  In addition to the
>language . . . "Applicant hereby irrevocably and unconditionally agrees
>to defend, indemnify and hold harmless ______and its affiliates, etc. .
>. . they have another clause that deals with " ______(their) liability,
>if any, and applicant's sole and exclusive remedy for damages for any
>claim of any kind whatsoever with respect to the application and grant
>contemplated herein, and regardless of the legal theory, shall not be
>greater than fifty ($50) U.S. dollars.  Under no circumstances will ____
>be liable for any special, indirect, incidental or consequential damages
>of any kind for any reason whatsoever."
>
>Any suggestions as to a way around this?  We have a clause we use when
>we can't be silent on the issue of indemnification, but it doesn't
>appear to satisfy them.
>
>"Subcontractor and Contractor agree that they will be responsible for
>their own acts and the results thereof and shall not be responsible
>for
>the acts of the other party and the results thereof.  Each party
>therefore agrees that it will assume all risk and liability to itself,
>its agents, or employees for any injury to persons or property
>resulting
>in any manner from conduct of its own operations and the operations of
>its agents or employees under this subcontract, and for any loss,
>cost,
>damage, or expense due to any act or acts, negligence, or the failure
>to
>exercise proper precautions, of or by itself or its own agents or its
>own employees, while occupying or visiting the premises under and
>pursuant to this subcontract."
>
>Appreciate any advice . . . May not be able to submit to this program .
>.. this Agreement is, I think, recently developed/required by the funder
>as a precautionary measure because of an incident in the past . . . but
>they are open, generally, to alternative language . .. In this case,
>however, they state:  We are OK staying silent on governing law but
>deleting 9 and 10(indemnification/hold harmless and $50 limit language
>above) is a real problem for us, we just don't want to assume any
>liability as part of the grant process.  I would be surprised if Georgia
>universities did not
>agree to any contracts with this language in it since it is fairly
>standard."  Thanks . . Jackie
>
>
>
>
>
>
>
>
>Jacqueline Givens
>Director, Office of Sponsored Programs
>Kennesaw State University
>1000 Chastain Road, #0111
>Kennesaw, Georgia 30144-5591
>PHONE:  (770) 423-6036
>FAX:  (770) 499-3620
>WEBSITE:  http://www.kennesaw.edu/osp
>
>
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Herbert B. Chermside, CRA
Special Asst. to VP-Research
Virginia Commonwealth University
PO BOX 980568
Richmond, VA  23298-0568
Voice:  804-827-6036
Fax     804-828-2051
e-mail xxxxxx@vcu.edu

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 Instructions on how to use the RESADM-L Mailing List, including
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 via our web site at http://www.hrinet.org (click on "Listserv Lists")
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