CGL Additional Insured Tender Letter

NOTICE OF CLAIM AND TENDER OF DEFENSE AND INDEMNITY

[Tendering Party's Counsel Letterhead]

[Date]

VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED
AND ELECTRONIC MAIL

TO:
Claims Manager
[Upstream Party's CGL Carrier Name]
[Carrier Address]
[City, State ZIP]

CC:
[Upstream Party / Named Insured]
[Upstream Party Address]
[City, State ZIP]

Insurance Broker for [Upstream Party]
[Broker Name and Address]

RE: NOTICE OF CLAIM AND TENDER OF DEFENSE AND INDEMNITY

Matter: [Matter/Project Name]
Your Insured: [Named Insured / Upstream Party]
Our Client: [Tendering Party / Additional Insured Claimant]
Policy Period: [____________________]

1. IDENTIFICATION OF PARTIES AND TENDERING PARTY

This letter constitutes formal notice and tender to [Upstream Party's CGL Carrier Name] (hereinafter "Carrier") of a claim for defense and indemnity arising under Commercial General Liability policy number [____________________] issued to [Named Insured], your insured ("Named Insured").

The tendering party is [Tendering Party Name], a [corporation/LLC/partnership/individual] ("Tenderor"), which is entitled to additional insured status under the subject policy pursuant to contractual commitment and insurance endorsements issued by your Carrier.

2. UNDERLYING CLAIM OR SUIT

Claimant(s): [Claimant Name(s)]
Defendant(s): [Defendants; include Tenderor and Named Insured]
Court/Forum: [Court Name, State]
Docket/Case Number: [____________________]
Date of Claim/Complaint: [__/__/____]
Nature of Claim: [e.g., bodily injury, property damage, personal injury arising out of Named Insured's work/operations]

3. CONTRACTUAL BASIS FOR ADDITIONAL INSURED STATUS

3.1 Prime Contract / Work Agreement

Contract Name: [____________________]
Date Executed: [__/__/____]
Parties: [Named Insured] and [Tenderor]

Pursuant to Section [____] of the subject contract, [Named Insured] agreed to obtain Commercial General Liability insurance with [Tenderor] named as an additional insured. The relevant contractual language is as follows:

"[Insert full insurance/indemnity clause, including the requirement that Tenderor be named as an additional insured on the CGL policy]"

3.2 Scope of Contractual Obligation

Under the contract, [Named Insured] is obligated to:

• Maintain CGL insurance with minimum limits of $[____] per occurrence / $[____] aggregate;
• Name [Tenderor] as an additional insured on the policy;
• Ensure the policy is primary and non-contributory to [Tenderor]'s own insurance;
• Provide [Tenderor] with a current Certificate of Insurance (COI) prior to commencement of work and throughout the contract term.

4. CERTIFICATE OF INSURANCE

A Certificate of Insurance issued by [Carrier Name] on [Date], a true and correct copy of which is attached hereto as Exhibit A, evidences that [Tenderor] is listed as an additional insured on the subject CGL policy. The COI confirms that the policy remains in full force and effect as of the date hereof.

5. ADDITIONAL INSURED ENDORSEMENTS

5.1 Endorsement Invocation

Your Carrier has issued the following Additional Insured endorsement(s):

Endorsement Number: [____________________]
Effective Date: [__/__/____]

5.2 Coverage Trigger – Ongoing Operations vs. Completed Operations

The underlying claim arises out of:

☐ Ongoing operations — work in progress or currently being performed by the Named Insured.
☐ Completed operations — work or operations completed by the Named Insured prior to the date of loss.
☐ Both ongoing and completed operations.

5.3 Primary and Non-Contributory Coverage

The Additional Insured endorsement provides that the CGL policy is primary and non-contributory to any insurance carried by the Tenderor. Any policy issued to [Tenderor] shall be excess to and shall not contribute to the defense or indemnity provided by the Carrier under this policy.

5.4 Waiver of Subrogation

Your policy includes a waiver of subrogation in favor of [Tenderor], preventing the Carrier from seeking recovery against [Tenderor] for amounts paid on the claim.

6. FACTUAL BASIS – CLAIM ARISES FROM NAMED INSURED'S WORK

The underlying claim arises directly and proximately out of the work, operations, products, or completed operations of the Named Insured. Specifically:

[Tenderor] was engaged by / entered into a contract with [Named Insured] for the purpose of [describe project/work: construction, supply of goods, provision of services, etc.]. On or about [Date], [describe the incident: injury, property damage, or other covered peril] occurred, directly resulting from the Named Insured's performance (or non-performance) of the contracted work.

[Provide factual connection to Named Insured's conduct/negligence — attach underlying complaint or demand letter as Exhibit B.]

7. DEMAND FOR DEFENSE AND INDEMNITY

7.1 Defense Obligation

The Carrier is obligated to provide [Tenderor] with a full and complete defense in the underlying matter, including:

• Selection and retention of qualified defense counsel reasonably acceptable to [Tenderor];
• Payment of all reasonable defense costs, including attorney fees, court costs, expert witness fees, and investigation expenses;
• Assumption of all defense activities from the date of this tender forward.

7.2 Indemnity Obligation

The Carrier shall indemnify [Tenderor] for all sums (including damages, settlements, judgments, and defense costs) arising out of the claim to the extent such sums are covered under the CGL policy terms, including but not limited to:

• Bodily injury or property damage claims;
• Defense costs incurred in connection with covered claims;
• Judgment amounts or settlement payments;
• Court awards of attorney fees or prejudgment interest (where applicable under policy terms).

7.3 Primary and Non-Contributory Basis

The Carrier's obligation to defend and indemnify shall be primary and non-contributory to any other insurance maintained by [Tenderor]. [Tenderor]'s own insurance, if any, shall not be called upon to contribute to the defense or indemnity for this claim.

7.4 Defense Counsel Selection

[Tenderor] requests that the Carrier retain defense counsel selected by [Tenderor] or reasonably acceptable to [Tenderor]. [Tenderor] reserves the right to retain independent counsel at [Carrier]'s expense if timely notice of appointment and qualification of defense counsel is not provided.

8. RESPONSE DEADLINE AND CONSEQUENCES OF DELAY OR REFUSAL

8.1 Timely Response

The Carrier is required to respond to this tender within thirty (30) days of receipt, providing:

• Confirmation of acceptance of the defense;
• Name and contact information for assigned defense counsel;
• Confirmation of policy numbers and coverage limits available;
• Any reservation of rights or coverage defenses (see Section 9, below).

8.2 Deemed Acceptance

Failure to respond timely or failure to deny coverage in writing shall constitute acceptance of the tender and assumption of the defense.

8.3 Consequences of Refusal or Delay

If the Carrier denies, delays, or refuses to accept this tender of defense and indemnity:

1. Direct Action Rights: [Tenderor] shall pursue a direct action against the Carrier under applicable state law, seeking recovery of all defense and indemnity costs, including attorney fees incurred in prosecuting such action.

2. Equitable Indemnity: [Tenderor] shall be entitled to pursue claims for equitable indemnity against the Named Insured and any other responsible parties to the extent permitted under state law.

3. Attorney Fee Shifting: Where state law permits, [Tenderor] shall seek recovery of reasonable attorney fees and costs incurred in enforcing the Carrier's contractual and statutory obligations, including fees incurred in coverage litigation.

9. RESERVATION OF RIGHTS

9.1 Coverage Disputes

[Tenderor] and the Carrier reserve all rights with respect to coverage disputes, policy interpretation, endorsement scope, and any questions regarding the applicability of policy exclusions or limitations. Nothing in this tender shall be construed as an admission that coverage exists under the policy.

9.2 Subrogation and Contribution

The Carrier reserves the right to pursue subrogation, contribution, and indemnity claims against third parties to the extent permitted by the policy and applicable law, subject to any waiver of subrogation endorsed on the policy. However, the Carrier's pursuit of such claims shall not delay or reduce its obligation to defend and indemnify [Tenderor].

9.3 Policy Limits and Deductibles

[Tenderor] acknowledges that the Carrier's obligation is limited to the policy limits shown on the Declarations Page and is subject to any applicable deductible or self-insured retention, provided such deductible shall not apply to the Tenderor as an additional insured unless the endorsement specifically so provides.

10. REQUESTED ENCLOSURES

Please acknowledge receipt of this tender and the following supporting documents:

☐ Original or certified copy of the Contract (referenced in Section 3) requiring additional insured coverage;
☐ Certificate of Insurance evidencing additional insured status (Exhibit A);
☐ Copy of the Additional Insured endorsement(s) (Exhibit B);
☐ Underlying complaint, demand letter, or notice of claim (Exhibit C);
☐ Photographs or documentation of the incident (if available; Exhibit D);
☐ Correspondence regarding the claim prior to this tender (if any; Exhibit E).

11. CONTACT INFORMATION

Please direct all correspondence, notices, and communications regarding this tender to:

[TENDERING PARTY'S COUNSEL]
[Attorney Name]
[Law Firm Name]
[Address]
[City, State ZIP]
Telephone: [____________________]
Email: [____________________]

Notices may also be sent to the Tendering Party directly:

[TENDERING PARTY]
[Contact Name]
[Address]
[City, State ZIP]
Telephone: [____________________]
Email: [____________________]

12. SIGNATURE

Respectfully submitted,

___________________________________
[Counsel Name]
[Counsel Title]
[Law Firm Name]
[Bar Number/License]

Date: [__/__/____]

EXHIBITS

SOURCES AND REFERENCES

• ISO Forms: ISO CG 20 10, CG 20 11, CG 20 33, CG 20 37, CG 20 38 (Available through the Insurance Services Office or directly from carrier policy documents)
• Uniform Commercial Code (UCC § 2-607): Merchant's duty to notify of breach
• State Insurance Code provisions on insurer's duty to defend (varies by jurisdiction — consult applicable state law)
• Restatement (Third) of Restitution § 1 et seq. (Equitable indemnity and unjust enrichment)
• Federal Rules of Civil Procedure Rule 15 (Amendments and relation back — relevant to Tenderor's ability to be added as party)
• Model Insurance Tender Procedures (American Bar Association and DRI resources)

State-Specific Considerations:

California: Equitable indemnity available to prevent unjust enrichment. "Sole negligence" bar applies to contractual indemnity but not equitable indemnity. Direct action available under Cal. Ins. Code § 11580 if insured is insolvent.

Texas: Broad contractual indemnity permitted except for active/sole negligence of indemnitee. Equitable indemnity recognized. Texas Insurance Code § 2703.151 restricts waiver of subrogation in certain construction contexts.

Florida: Additional insured coverage widely recognized. Equitable indemnity applied in construction and product liability contexts. Waiver of subrogation enforced if expressly stated in contract and insurance policy.

New York: Additional insured endorsements strictly construed against insurer. Equitable indemnity available. Direct action against insurer available under N.Y. Ins. Law § 3420 if judgment obtained against insured.

Federal (ERISA/Federal Contracts): If underlying claim involves federal funds or ERISA-governed benefits, indemnity obligations may be limited by federal anti-indemnity statutes.

DISCLAIMER: This template is provided for informational and educational purposes only. It does not constitute legal advice. Insurance coverage is fact-specific and depends on precise policy language, endorsement terms, and applicable state law. An attorney licensed in your jurisdiction should review your specific contract, policy, and underlying claim before sending a tender letter. Coverage disputes, equitable indemnity claims, and direct action procedures vary significantly across states and may require specialized insurance coverage counsel.