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Oil/Gas/Additional Indemnity Clause inserted into DO over and above standard indemnity language of TX Model Form Division Order


Does the insertion of an additional clause dealing with 'Indemnity' into a Division Order sent to me remove the right of the company to withhold payment until the division order is signed by me?  I feel this is so by virtue of it no longer complying with the 'Texas Model Form Division Order' requirement.  The additional clause is inserted towards the bottom and right before the Division Order's lines where one prints/signs name, etc.  The clause reads, "Owner agrees to indemnify and hold Payor harmless from all liability resulting from payment made to this owner in accordance with such division of interest, including to but not limited to attorney fees or judgments in connection with any suit that affects the owner's interest to which Payor is made a party."
I do not want to give up my right to go after this company for things that may have occurred involving possible malfeasance just to receive monies due me.  I feel that by adding the clause they materially changed the DO and hence they cannot deny payment due to failure to sign.  Am I correct?  Thank you Cliff in advance for your help.  Mike

If I received the division order and it had this statement in there and I was uncomfortable with the insertion I would cross through that section with one or two lines and initial the change, sign the division order and send it back in.

This would either be accepted or it would begin dialogue.  I wouldn't ignore it either.  For me to give you a more comprehensive answer the division order would need to read and considered in light of your lease form.



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Cliff Williams


I will try to answer any question you have. Even if I reject a question, I still will give a shot at what I would do in your position. The only questions I will not take a shot at would be a highly technical engineering or geological question. I am beginning to see quite a few questions from land men and other oil companies and that doesn't matter to me either. I will attempt to help.


I am an oil and gas attorney that has been in the business for more than 20 years. I have held a series 22 and 63 securities license, been in oil and gas operations, land man, division order analyst all prior to obtaining my law degree. Today, I typically write title opinions verifying ownership of oil and gas minerals, assist landowners in negotiations on oil, gas and mineral leases, easements and conveyances. I also assist oil and gas companies with the sale of working interest ownership as well as common business law issues.

State Bar of Texas, Member of the Tarrant County Bar and the Dallas County Bar Associations.

Multiple oil and gas topical columns on

I have a B.S. degree which I rely upon more than my Business Mgmt degree or Law degree...

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Husband and father of 26 years

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