Legal advice needed

[multilingual]

We are about to sign a contract with a large US based company to handle their translation work. There are a couple of sections in the small print that I am a little wary of and our solicitor is away for a few days and is unable to help.

Can anyone give me a bit of advice on the following?


The parts in bold are the bits I am unsure about :?


(NB : We are the 'IC' (Independant Contractor) and the new client of ours is the 'Company')

"This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the IC will be fully responsible for and will indemnify and keep indemnified the Company in respect of any income tax, value added tax and national insurance and social security and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim arising from or made in connection with the performance by the Company of its obligations under this agreement or the provision by the IC of the Translation Services. The IC will further indemnify the Company against all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim including any claim by any third party other than where such liability, deduction or contribution arising out of the assessment or claim arises out of the Company's negligence or default."

This section seems to put reponsibility onto us for negligence on behalf of the Company.

Secondly;

"The parties foresee that the IC may create other industrial or intellectual property in the course of the provision of the Translation Services. The IC irrevocably appoints the Company to be his attorney and in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company the full benefit of this clause."

Not sure we should give people a free hand to act on our behalf and use our name for anything they see fit.



Maybe this is perfectly acceptable, or maybe it's just the way it is worded, but it makes me a bit nervous :?

JB

 

[Antonia @limeone.com]

Be nervous. You should not sign this contract in its current form. Also check the jurisdiction involved if it is the USA then the damages are much higher in some states. You need to take full legal advice from your solicitor on this clearly.

 

[multilingual]

Thanks for the help.

Just out of interest, jurisdiction is in the UK but that only makes it a slightly smaller hammer for someone to hit us with.

I have read it through countless times and on a few ocassions I actually came away thinking that it made perfect sense and was acceptable. Then when reading it again I changed my mind. :roll:

JB

 

[KM-Tiger]

I've come across this sort of thing before, but in a very different context. I remember a clause that effectively said that I must indemnify the other party for anything at all, for ever.

My impression is that the other side is just trying it on, hoping that you won't notice and sign.

My experience is that they will soon back down if challenged, but you will need legal advice to do that effectively. One difficulty is how to recover the cost of that if you have already agreed a price.

 

[Antonia @limeone.com]

negotiate contracts for clients and it can actually be a really good chance to offer more services. For example if the client is using your translation service for work where there is no exposure you can limit the clause. Where they really want much more warranty of your ability to deal with problems then you can upgrade your PI policy of insurance to cover the exact wording and pass those costs to the client.

Contracts in business are much more flexible than you might imagine and if a clause does not fit then change it through negotiation. If the other party sticks to wanting a clause regardless of the costs, then you have your answer, if they don't want to pay more then you need to reconsider your involvement in such a high risk business deal.

Good luck with this!