Contractor Agreement - Question re Indemnification
Thread poster: Laura Vinti

Laura Vinti  Identity Verified
United States
Local time: 20:55
German to Italian
+ ...
Oct 1, 2003

Dear Colleagues,

I am about to sign a contractor agreement with a UK translation agency and have a couple of questions regarding the following sentence:

"Contractor agrees to indemnify and hold XXX harmless from any claims, losses, damages, liabilities, expenses, and costs arising from [...]any claims alleging damages resulting from false or misleading information or other misrepresentation in materials or literature developed, written, created or approved by Contractor."

1) Have you signed any Contract that includes such a sentence?
2) How dangerous could this turn out to be for me as a freelancer working for an agency?
3) Would you recommend to take out an insurance policy covering this kind of risks? Would this be expensive? Is it necessary?

Any feedback regarding this matter would be greatly appreciated!

Laura


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Ralf Lemster  Identity Verified
Germany
Local time: 02:55
English to German
+ ...
Unacceptable, IMO Oct 1, 2003

Hi Laura,
1) Have you signed any Contract that includes such a sentence?

No, and I wouldn't, given the gross misappropriation of (potential) liability.

2) How dangerous could this turn out to be for me as a freelancer working for an agency?

In plain language, it means that you're going to be responsible (financially and otherwise) for any error that is found in any text you've ever worked on for this agency. The agency would remain free of any responsibility.

Can't really comment on your third question - I have such a policy, but then I work for (large) direct customers only.

HTH - Ralf


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Marijke Singer  Identity Verified
United Kingdom
Local time: 01:55
Dutch to English
+ ...
Unacceptable Oct 1, 2003

Ralf Lemster wrote:
In plain language, it means that you're going to be responsible (financially and otherwise) for any error that is found in any text you've ever worked on for this agency. The agency would remain free of any responsibility.
- Ralf


Ralf is right. I would not sign it either.

I have never felt the need for insurance. I have been translating technical documentation for the past 20 years. Put in very simple terms: the quality of the information contained in my translation is based on the quality of the information of the source document. Should the quality of the information be 'bad', I would inform the customer and take it from there (either demand a better source document or refuse the job). Therefore, in theory, the situation would never arise in which I would be liable. I am not talking about typos nor am I saying that my translation work is always perfect in every way.

I work for both direct customers and agencies.

I always make decisions on the premise that if I am worrying about something, I should keep away. This has worked for me!


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PatriziaM.  Identity Verified
Italy
Local time: 02:55
English to Italian
+ ...
What is the agency for? Oct 1, 2003

Laura Vinti wrote:
...
"Contractor agrees to indemnify and hold XXX harmless from any claims, losses, damages, liabilities, expenses, and costs arising from
claims alleging damages resulting from false or misleading information or other misrepresentation in materials or literature developed, written, created or approved by Contractor."

That sentence lets me assume that the agency doesn't make any proofreading, editing or whatever check of the work delivered by its translators. Otherwise, why has it inserted that clause?
The agency probably acts as a mere broker, with no quality assurance. Is it professional? What do you think are the duties of an agency?


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xxxTransflux
Local time: 02:55
French to English
+ ...
Don't sign it Oct 2, 2003

PatriziaM. wrote:

Laura Vinti wrote:
...
"Contractor agrees to indemnify and hold XXX harmless from any claims, losses, damages, liabilities, expenses, and costs arising from
claims alleging damages resulting from false or misleading information or other misrepresentation in materials or literature developed, written, created or approved by Contractor."

That sentence lets me assume that the agency doesn't make any proofreading, editing or whatever check of the work delivered by its translators. Otherwise, why has it inserted that clause?
The agency probably acts as a mere broker, with no quality assurance. Is it professional? What do you think are the duties of an agency?


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Laura Vinti  Identity Verified
United States
Local time: 20:55
German to Italian
+ ...
TOPIC STARTER
What about other indemnification clauses? Oct 6, 2003

Thank you very much for your feedback! I would still be very interested in hearing your opinion about the following sentence - is it acceptable in your opinion?

Freelancer indemnifies XXX against any liability, loss, damage, costs and expenses caused by the negligence, breach, default of omission of the freelancer in carrying out the services.

Thanks!
Laura


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Mark Cole  Identity Verified
Local time: 01:55
Polish to English
+ ...
Amend/delete the clause Oct 6, 2003

A number of translators have received similar contracts from UK agencies; apparently it is a standard text provided by the Association of Translation Companies. When I received one, I simply deleted that clause, printed it out without the clause, signed it and sent it back to the agency.
On the other hand - and some translators do this - is to say you will be liable up to the cost of the translation provided


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Laura Vinti  Identity Verified
United States
Local time: 20:55
German to Italian
+ ...
TOPIC STARTER
Thank you Oct 8, 2003

Thank you very much for your feedback.
I have told the agency that I won't be able to sign the contract unless the clause is taken out, let's see what they will say.

Laura


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Contractor Agreement - Question re Indemnification

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