Short answer
"Company Group" is a defined term in many oilfield MSAs that lists everyone on the operator’s side of the indemnity: the operator, its affiliates, often its co-owners and joint venturers, its other contractors, and all of their employees and sometimes insurers. "Contractor Group" is the same idea for your side.
- The definitions decide whose injuries you have to cover and whom your insurance has to protect. A broad Company Group means your additional insured, waiver of subrogation and indemnity obligations reach well past the company that signed.
- Read the definitions before the indemnity clause. That is where the scope gets set.
What a group definition looks like
Here is a real example from a master service contract quoted in a 2016 Fifth Circuit decision. The operator-side group was defined as the operator, "its parent, subsidiary and affiliated or related companies, its and their working interest owners, co-lessees, co-owners, partners, farmors, farmees, joint operators, and joint venturers, if any, and all of their respective officers, directors, representatives, employees and invitees on the Work sites and insurers of all of the foregoing."
The contractor-side group in the same contract covered the contractor, its parent, subsidiary and affiliated companies, "and all of their respective officers, directors, representatives, employees and invitees on the Work sites and insurers of all of the foregoing."
Notice the word "invitees." In that case, the dispute turned on whose invitee an injured safety technician was, because that decided which group he belonged to and therefore which party owed indemnity.
Knock-for-knock allocation
Why the definitions matter for your insurance
In a knock-for-knock MSA, you indemnify Company Group for injuries to Contractor Group members, and Company Group indemnifies you for injuries to its people. So the group definitions answer three insurance questions:
- Who your indemnity protects. Every member of Company Group can be an indemnitee. Your contractual liability coverage has to respond for all of them.
- Who must be an additional insured. If the MSA says "Company Group shall be named as additional insureds," a scheduled endorsement naming only the operator falls short. Blanket wording such as ISO CG 20 38 extends status to anyone you agreed in writing to add, plus "any other person or organization you are required to add" under that contract.
- Who your waivers of subrogation must reach. If the MSA requires waivers in favor of Company Group, each policy's waiver wording has to cover the group, not just the signer.
This tracks Texas law. Chapter 127 defines a "mutual indemnity obligation" as one where each party indemnifies the other, and the other party's contractors and their employees, for injury, death or property damage to the parties' own employees, contractors and invitees.
What to look for in your own MSA
Group definitions are drafted by the operator, and they vary. Each of these questions changes what your policies have to do.
| Question | Why it matters |
|---|---|
| Does Company Group include co-owners and joint venturers? | You may be protecting non-operators you never dealt with |
| Does it include the operator’s other contractors? | You may owe indemnity for claims by another contractor’s employees, or be protected from them |
| Are your subcontractors in Contractor Group? | Injuries to your subs’ employees may become your responsibility under the indemnity |
| Are invitees included, and on whose side? | Visitors and third-party technicians can end up on your side of the line |
| Are insurers included? | Affects whether each side’s insurers can pursue the other |
Your subcontractors are usually on your side
Some Contractor Group definitions include your subcontractors of any tier. If yours does, an injury to your sub's employee can land in your indemnity, not the operator's.
A 2022 Fifth Circuit case under the Texas statute shows how this plays out. A well testing contractor assigned a worker employed by one of its subcontractors to an operator's well. After a flash fire injured that worker, the operator settled and sought indemnity from the contractor under a mutual indemnity clause that covered injuries to "any member of [the] contractor group." See whether your subcontractors need the same insurance for how to protect yourself.
Indemnity scope is a legal question for your attorney. Our job is making sure your additional insured, waiver and liability limits reach everyone the definitions say they must.
Common questions
Is "Company Group" a standard legal term?
No. It is a defined term inside each MSA, and the operator writes the definition. Two MSAs can use the same phrase and mean different things.
Does my blanket additional insured endorsement cover everyone in Company Group?
Depends on the wording. ISO CG 20 38 covers parties you agreed in writing to add plus others that contract requires you to add. A scheduled endorsement covers only the names listed.
Who is in "Contractor Group"?
It varies by MSA. Definitions commonly list you, your affiliates and your employees and invitees, and some add your subcontractors of any tier. Check yours, because your subs’ employees may be in it.
Sources
- U.S. Court of Appeals for the Fifth Circuit, No. 15-30369 (Jan. 27, 2016). Quoted operator-group and contractor-group definitions from a master service contract; invitee status decided which group an injured worker belonged to.
- U.S. Court of Appeals for the Fifth Circuit, No. 20-50892 (Feb. 14, 2022). Mutual indemnity covering injury to any member of the contractor group; injured worker was a subcontractor’s employee.
- Texas Civil Practice and Remedies Code, Chapter 127. Definition of mutual indemnity obligation, including the parties’ contractors, employees and invitees (127.001).
- ISO CG 20 38 12 19, Additional Insured: Automatic Status When Required in Written Construction Agreement (copy published by IIAT). Additional insured status for parties in a written contract and others that contract requires you to add.
This page explains insurance, not law. Have your attorney review indemnity and contract language; our job is making the insurance match it.
Keep reading
Contract requirements
What does knock-for-knock mean in my MSA, and what insurance does it take?
Questions
What is an MSA in oil and gas, and why does it control my insurance?
Questions
Do my subcontractors need the same insurance I carry?
Questions
What is a waiver of subrogation, and why does every oilfield MSA ask for one?
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What is a blanket additional insured endorsement for oilfield work?