

Ask HN:  FAQ about technology-related contracts to address on a legal blog? - dctoedt

I’m on the lookout for future topic ideas for my legal blog, http://www.OnTechnologyContracts.com .  I like it when I can try to address someone’s specific question – it’s always nice to know I’m writing about something at least one person might actually be interested in.<p>The general subject of the blog is, naturally, technology contracts and related issues.<p>I can't guarantee that I can address your specific question, but I do commit to giving it a serious look.<p>Usual disclaimers:  1. Don’t include confidential information in your question.  2. Your posing a question and/or my addressing it won’t establish an attorney-client relationship between us.  3. Anything I say here or on the blog should not be relied on as a substitute for legal advice.  4. When in doubt, ASK YOUR LAWYER.<p>Suggestions?
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ScottWhigham
Very cool - good luck with the site. I had a recent situation in which
internally we bickered quite a bit about a contract that a client proposed.
The situation revolved around a proposed indemnity clause. My colleagues felt
that this was a major opportunity that could really grow our business yet I
was unhappy with the wording. The wording of the clause was:

"Vendor shall indemnify and hold Distributor harmless from and against any and
all claims, damages, liabilities, suits, proceedings, losses, costs and
expenses (including reasonable outside attorneys’ fees) brought by a third
party, arising out of or related to any of the Materials, information, data,
materials or instructions provided by Vendor to Distributor pursuant to this
Agreement. This Section shall survive the expiration or termination of this
Agreement."

My objections were confirmed with our attorney: this clause is one way, it
protects them only, it never expires, it does not allow us to choose counsel,
and it does not require them to notify us if a suit had been brought. Our
attorney brought up the point that we could receive a $5,000,000 bill in the
mail 20 years from now and, because of these terms, we would have to pay it.

I sent back our rewrites and haven't heard back from them in over a month. I'm
not willing to sign their suggested contract and my colleagues are a bit
upset. Can you talk about the David v Goliath situations in which large
companies try to impose very expansive terms like this on small vendors?

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dctoedt
You might want to ask your lawyer to take a look at some of the indemnity
provisions at my site (see [http://www.ontechnologycontracts.com/clauses-for-
contracts/i...](http://www.ontechnologycontracts.com/clauses-for-
contracts/indemnity-clauses-for-contracts-general/)), which could give you
something to work with.

FWIW, in my experience it's not uncommon for a vendor to agree to an indemnity
like this in a distributor agreement. You would probably want to (1) delete
the "related to" phrase, and (2) carve out of the indemnity anything arising
from the negligence, misconduct, etc., of the distributor or its personnel.

(This isn't legal advice, ask your lawyer, etc.)

