[thelist] Contract Opinion

Bob Haroche spambait at onpointsolutions.com
Mon Mar 10 10:24:01 CST 2003


This type of contract clause is fairly standard, though this
particular language is not as artfully drafted as could be. It
actually obliges you to indemnify Company B only on the event of
*payment* of caims by them; a better clause from their perspective
would've required you to indemnify them for attorney fees even in
defending against a 3rd party claim.

Honestly, though, even though the indemnity clause contains fairly
common language, it's impossible to measure the "realistic paranoia"
factor without seeing the contract as a whole, including the type of
work you're committed to undertake. Make sure that the "work performed
hereunder" is very specifically spelled out in the contract. As an
example, if you're a graphic designer or HTML jockey, make sure that
that type of work is all you're committed to undertake in this
contract and that you're not on the hook for a database design flaw
that another contractor commits causing Company B's e-commerce site to
go down for a couple of days.


Bob Haroche
O n P o i n t  S o l u t i o n s

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