I've got a job offer from the company in Ireland to work as an independent software engineer contractor (not an employee). The Agreement contains clauses that I indemnify the company from lots of things, like this:

You will indemnify %Company%, its officers, directors, and employees against all claims, actions, liabilities, losses, damages and expenses (including legal expenses) suffered or incurred by %Company% as a result of or arising out of any third party allegation that the Services or any Deliverables infringe or misappropriate any third party Intellectual Property Rights.

But it doesn't contain anything in reply. I expected it to contain something like this:

In no event will You be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred by %Company% as a result of, or in connection with, the Services provided by You to %Company%.

But it does not, and the company refused to add such a clause.

Well, at least it doesn't contain the opposite, so I'm still thinking of signing the Assignment. Is it a good idea? Do contracts generally contain clauses like the one I want?

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    Typically you get some insurance for this. The cost of which you indirectly pass on to the company, of course. – Nathan Cooper Oct 15 '15 at 16:16
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    Legally, they can probably not guarantee that. Some laws, such as anti-trust laws, can require that the specific individual that broke the law gets civil or criminal penalties and the laws may prevent the company from assuming the liability or paying for the damages on behalf of the individual that broke the law. – Eric Oct 15 '15 at 18:26
  • VTC - Clearly asking for legal advice. FWIW: This is exactly why you should incorporate your business when you are a contractor. Talk to a lawyer, specifically one who works with small firms and independents about incorporating. – Wesley Long Oct 16 '15 at 1:33
  • This is legal advice you are asking for- if you are actually a licensed Engineer you should contact your local professional association for advice (they may have sample contracts suitable for your jurisdiction) and for insurance. If not, talk to colleagues in a similar situation. I have seen some terrible contract clauses I would never in a million years sign- the problem is that the lawyers will snicker that they got the contractor to sign their life away (even if the chances of ever collecting are negligible), but the company will only get the sub-standard or desperate contractors. – Spehro Pefhany Oct 16 '15 at 3:39

Basically that line that they have included is intended to protect them from your actions should you choose to pirate, or otherwise improperly use or reuse code that is protected by copyright or licencing restrictions that would prohibit its use in they way you have implemented it. And in the event that someone claims that you did you will have a vested interest in defending against any claims of Intellectual Property rights violations.

However I am not sure that I would sign any contract with that clause as written. The reason is that as written that clause sounds like they could choose to settle a spurious claim of Copyright Violation, and then you would be on the hook for the settlement amount even though you had no part in the decision to settle.

If this contract is lucrative enough that you want to pursue the opportunity anyway then I would engage a commercial insurance agent to provide you with a Professional Liability Insurance policy. Contact a Business Insurance Agent and explain to them what you need and they should be able to help you. The insurer may require a change in your contract to help limit your liability and by extension their liability. The cost of my policy is comparable to the cost of having an attorney review and suggest revisions of a contract. When I get a new contract I send it to my agent, who sends it on to their Legal team who either approves or requires changes. Because it is an insurer demanding the chance I have never had a company refuse any of the changes they requested.


Definition of indemnify

Are you sure you want to compensate your contract if their customer sues them for a million dollars/euros/whatever?

Line through paragraphs like that, let them know that you've done so, sign it and just smile and shake your head saying, "do you really expect me at this level to pay your legal fees?" They'll respect you for doing so.

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