ComputerGuy
New Member
I'm being asked to sign a contract that has the following clause in it:
I will be developing computer software for this company and I am concerned that the above language is too broad and could put me at risk for huge sums of money for a long time.
I'm hoping that one of the legal experts could answer a few questions so I can determine whether I am worrying more than I need to.
1) Does "acts or omissions" legally mean the same thing as "errors or omissions"? Or does the "acts" part include "good acts" as well as "bad acts".
2) The "defend" part has me scared the most. Do I have to pick up the legal tab if I can prove that the claim is baseless and I was not at fault?
3) Suppose the Company modifies the software after I deliver it, do I still have to "indemnify, defend and hold harmless" the Company? What if I can show the claim was either created by or componded by the Company?
4) Does this liability ever end? Even if I get Professional Liability insurance to protect me, the insurance companies seem to be writing only claims made policies that would require that I keep the insurance forever.
Any answers to the above questions would be a great help.
Thanks!
Supplier will indemnify, defend and hold harmless Company and its customers, officers, directors, employees, contractors, successors, assigns, and agents, against all claims that arise out of, or are connected with, Supplier's acts or omissions under this Agreement, or the acts or omissions of Supplier's officers, directors, employees, contractors, representatives, or agents under this Agreement. Supplier will reimburse Company for all losses, costs, and expenses Company incurs as a result of such claims, including court costs and attorneys fees.
I will be developing computer software for this company and I am concerned that the above language is too broad and could put me at risk for huge sums of money for a long time.
I'm hoping that one of the legal experts could answer a few questions so I can determine whether I am worrying more than I need to.
1) Does "acts or omissions" legally mean the same thing as "errors or omissions"? Or does the "acts" part include "good acts" as well as "bad acts".
2) The "defend" part has me scared the most. Do I have to pick up the legal tab if I can prove that the claim is baseless and I was not at fault?
3) Suppose the Company modifies the software after I deliver it, do I still have to "indemnify, defend and hold harmless" the Company? What if I can show the claim was either created by or componded by the Company?
4) Does this liability ever end? Even if I get Professional Liability insurance to protect me, the insurance companies seem to be writing only claims made policies that would require that I keep the insurance forever.
Any answers to the above questions would be a great help.
Thanks!
