PROTECTING YOUR BUSINESS


KEY ELEMENTS OF LANDSCAPE CONTRACTS There are numerous aspects to include in your contracts, but some of the areas to consider fine-tuning or adding include a clear scope of work, an indemnity and hold harmless agreement, definitive payment terms, and clauses to protect your business if a relationship goes south. Murray says you need to be very ex- plicit when outlining what your services include and what is not included. “If they’re getting lawn mowing, what all is entailed with lawn mowing?” Murray says. “Is there bed maintenance involved in that? Explicitly say what each service offers and what each service doesn’t of- fer. I think that’s very important. You can’t assume that everyone will read between the lines.” In design/build contracts, Murray


Nasim says they learned the hard


way that they needed to clean up their contracts and work with a contract at- torney after subcontracting for a general contractor who filed for bankruptcy. “Unfortunately, our contracts with them at the time did very little to protect us, and we ended up losing a substantial amount of money due to this experi- ence,” Nasim says. You also shouldn’t assume that once


you have developed a custom contract with your legal counsel, you can just set it and forget it.


“I think they should have their attorney


review it annually because there may be a development, either a case develop- ment, a development in state law, or development in business where the lan- guage needs to be modified,” Lehr says. Murray says they’ve added clauses time and time again after a client gets creative and they didn’t realize a specific


KEYTAKEAWAYS


 Relying on generic con- tracts found online can leave landscaping busi- nesses vulnerable to legal risks and financial losses. Customized contracts re- viewed by legal counsel ensure enforceability and adequate protection.


 Defining the scope of work explicitly and including clear payment


28 The Edge //May/June 2025


terms with penalties for late payments are crucial to avoid disputes and ensure timely compen- sation.


 Ensure indemnity and hold harmless clauses limit your liability as this is a factor insurance carriers consider when underwriting.


scenario could happen. Drew Garcia, vice president of Rancho


Mesa Insurance Services and Landscape Group Leader, notes that contracts are also important for insurance companies when underwriting clients. “From the insurance carrier side, they


want to see more oversight, they want to see formality with the contract, and consistent upkeep on the contract so that you’re staying up to date and the indemnity and hold harmless language is in their favor,” Garcia says. Garcia says improved contracts are necessary for insurance carriers to con- tinue to have an appetite to underwrite commercial landscape maintenance. Currently, they are picking up claims that could have been avoided if there was more clarity written in the contract. Josh Ferguson, a partner at Freeman,


Mathis & Gary, LLP, says he frequently sees litigation over ambiguous contract language and the contractual defense of indemnity language. “If you’re signing on a client contract


and it’s got an indemnity, you want to try to narrow it down as much as possible,” Ferguson says. “You’re only going to be responsible for your negligence, not anything else on the site.”


says they’ve added a rock clause for unforeseen circumstances when they encounter subsurface conditions that require additional excavation so they can charge for time and materials in order to complete this portion of the project. You should also spell out what clients


are responsible for and communicate to them so they are aware. Garcia says that ambiguous contracts that don’t have a clear scope of work are frustrating for insurance carriers. “That leads to maybe the carrier hav-


ing to absorb an issue that could have been outside the scope of the contract, but because the contract wasn’t very clear, they end up having to defend the property owner who probably got sued in some kind of a claim,” Garcia says. Ferguson says it is critical for landscap-


ers to identity and limit their risk and lia- bility on any site. Having a clear scope of work in the contract can help with this. He adds that with indemnity and hold harmless agreements, there’s no reason not to push these back up to the prop- erty manager, where they will defend and identify the contractor for anything that occurs as a result of the manager’s negligence, like declining services. “For instance, you tell us not to finish hardscaping on half the property and


“I think they should have their attorney review it annually because there may be a development, either a case development, a development in state law, or development in business where the language needs to be modified.” - Richard Lehr, NALP HR and legal advisor


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