Every B2B vendor eventually ends up looking at an insurance exhibit at the back of a customer master services agreement. It’s the boilerplate page with limits, additional-insured language, certificate requirements and a list of policy types. Most operators sign it without reading it. Most brokers don’t read it either. Both are mistakes.
Here’s the 10-minute version.
The five things every exhibit specifies
1. Required policy types and limits
A typical enterprise MSA exhibit specifies:
- General liability — usually $1M / $2M aggregate, sometimes $2M / $4M
- Workers’ compensation — statutory, with $1M employer’s liability
- Commercial auto — $1M combined single limit
- Umbrella — varies, often $3M – $10M
- Professional liability / Tech E&O — $1M – $5M for most professional firms; $5M+ for tech and consulting
- Cyber liability — $1M – $5M, increasingly $5M+
What to do: Check that you have each line at the required limit before signing. Note that umbrella stacks on top of underlying limits — a $5M umbrella plus $1M GL primary clears the “$5M required” hurdle only if the contract permits stacking.
2. Additional insured (AI) requirements
The customer typically asks to be named as an additional insured on your GL (and sometimes umbrella and auto). Look for:
- Whether completed operations is included (it should be — your finished work is where most claims arise)
- Whether primary and non-contributory language is required (means your policy pays first, before the customer’s own coverage)
- Whether the AI status applies to affiliates and subsidiaries
What to do: Confirm your GL form will support the exact wording. Most modern GL forms include automatic AI for required-by-contract scenarios — but the wording has to match. A specialty broker reads this and confirms.
3. Waiver of subrogation
This says you (and your insurer) won’t pursue the customer to recover what your insurer paid out. Standard ask. Usually fine.
What to do: Confirm your form supports it — most do. Some workers’ comp forms charge a small premium for the waiver endorsement.
4. Certificate requirements
How they want the certificate delivered, in what format, with what notice provisions for cancellation. ACORD 25 is the standard form. Watch for:
- 30-day notice of cancellation — common ask, your carrier may only support 10-day, requiring negotiation
- Renewal certificates auto-delivered — your broker should handle this
- Specific endorsement attachments — some customers want the AI endorsement attached, not just listed
What to do: Make sure your broker’s COI system can deliver in the format and cadence the customer wants. Failed certificate delivery is the silent way contracts get suspended.
5. Indemnity and limitation of liability
Less an insurance question than a legal one, but inseparable from it. The indemnity clause says who pays whom when something goes wrong. The limitation of liability caps how much.
The combination determines what insurance you actually need:
- Mutual indemnity, capped at fees → modest E&O exposure
- One-way indemnity (you indemnify them), uncapped, including consequentials → catastrophic E&O exposure regardless of your policy
What to do: Get legal review on indemnity and LoL before signing. If the contract is one-way and uncapped, your E&O sizing has to follow.
What to push back on
A few clauses are worth negotiating even when the customer pushes:
- Excessive limits not tied to contract value ($10M cyber for a $50k engagement is theatre)
- Uncapped indemnity for the customer’s own negligence (push for mutual or with carve-outs)
- Notice-of-cancellation periods longer than your carrier supports (negotiate to 10 days or “endeavor to provide”)
- AI requirements covering affiliates and subsidiaries not specifically identified (asks the same of your insurer)
The broker’s job on this
A specialty broker should read the MSA before you sign — not after. The right ones do this as a normal part of pre-contract review and don’t charge extra for it. The wrong ones bind to whatever you tell them the requirements are, never see the contract, and you find out at first claim that the wording doesn’t match.
A 10-minute read by the right broker saves a multiple of that in claim disputes and uncovered losses. Use it.
