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Indemnity paragraph/clause

Discussion in 'Independent Contractors & Consultants' started by RickoRicko, Oct 7, 2020.

  1. RickoRicko

    RickoRicko Law Topic Starter New Member

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    Hi,
    I am an engineer so apologies in advance if the question is stupid and/or in the wrong forum.

    I am looking for clarification, pointers or suggestions on this paragraph, especially the second part about indemnifying (highlighted).

    "By this Agreement, and conditional on the transfer of the IP and delivery of the Deliverables, the Parties release each other from any and all claims, causes of action, demands and liabilities of whatever nature which either Party had in the past, has now or may have in the future arising from or related to the Contract.
    The Parties further release and indemnify each other from any and all claims, causes of action, demands and liabilities of whatever nature which may arise from either Party’s obligation to any and all third parties under the Contract."

    1. What does it mean?

    2. If I sign a document containing that, can it backfire in any way? Can it make me liable in any way?

    3. If yes, what reason, excuse or example can I provide to my client to remove it from the document?

    Just to provide the full picture...

    I have done engineering design work for a client for a small amount of money and in order to get paid they insist I sign a release contract to give them all IP and design items. They have been misleading with words in correspondence in the past to get lots of extra work for free so I want to be extra cautious with anything I sign.

    Thank you in advance
    Rick
     
  2. army judge

    army judge Super Moderator

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    If you don't understand a document you are asked to sign, take the ENTIRE document to an attorney you've retained to read the document.

    Once the attorney has reviewed the document ask her/him to review it with you, or provide you with a written interpretation apprising you of the consequences arising from signing the document.
     
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  3. PayrollHRGuy

    PayrollHRGuy Well-Known Member

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    Army Judge has given you good advice and I don't disagree.

    But with that said, I would tell the client had they wanted a written contract they should have presented it BEFORE the work was done and that you expect to be paid for the services you have rendered in keeping with whatever agreement you had before your rendered them.
     
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  4. Zigner

    Zigner Well-Known Member

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    Good point. That would have allowed the OP to negotiate a payment more in line with what he was expected to give them.
     
  5. army judge

    army judge Super Moderator

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    My GUESS is that the client is concerned over ownership and use rights regarding the work you've done on the entity's behalf.

    I agree with @PayrollHRGuy 's suggestion.

    There might be a very easy solution for you to get your money and the client to ensure their ownership of the work you've completed at their behest.

    In simple terms, inform the client that you have no problem relinquishing the IP regarding the work you've done to complete the tasks assigned.

    I'd simply request the formal turnover to be in common language, rather than quasi-legalese.

    That way everyone understands what is being said, and no one should have a problem executing said agreement.
     
  6. zddoodah

    zddoodah Well-Known Member

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    Apparently, this quote is from some sort of settlement/release agreement. Since you didn't specify which part of this lengthy sentence you're having trouble understanding, I'll go through it piece by piece.

    "Parties" presumably refers to the two or more entities who are signing the agreement.

    "Release" means to relinquish.

    "Indemnify" means to compensate for damage or loss or damage sustained.

    "Claims, causes of action, demands and liabilities" basically means all the same thing.

    "Either Party's obligation to any and all third parties under the Contract" is something no one here will know about since you didn't tell us what "the Contract" refers to.

    In the abstract world of all that is hypothetical, virtually anything is possible. Since you provided only the most minimal amount of background/context, no one here can give you any real insight.
     

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