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Dubious Contract Terms?
Thread poster: ntext
ntext  Identity Verified
United States
Local time: 04:02
German to English
+ ...
Aug 5, 2006

Here are two sections from a new subcontractor agreement that Company123 (a translation/interpretation company I've been freelancing for) has sent me to sign:

14. Indemnification
Supplier agrees to indemnify and hold harmless Company123 and Client, and their respective affiliates and all of their respective officers, directors, owners, and employees, for any and all losses, costs and other liabilities incurred, including reasonable attorney’s fees, relating to Supplier's and Supplier Personnel's performance of services hereunder or breach of any terms or conditions of this Agreement and/or any Task Order Work Assignment issued hereunder, provided, however, that Supplier's indemnity obligations hereunder shall not extend to the negligence, willful misconduct or breach of this Agreement of or by Company123.

15. Limitation of Liability
Company123 and Supplier agree that neither shall be entitled to recover from the other for any incidental, indirect, special or consequential damages sustained resulting from the action or inaction of the other under this Agreement, whether the cause of the action against the other is in contract, breach of warranty, tort or otherwise, including, but not limited to lost profits, lost opportunities and/or delay damages, even if the other party was advised of or was aware of the potential for such damages. Notwithstanding the foregoing, this limitation shall not apply to: (i) breaches of Sections 11 [Intellectual Property Rights] and 12 [Confidential Information] above; (ii) damages resulting from bodily injury, death or damage to property, or a party's gross negligence or willful misconduct; and/or (iii) Supplier with respect to a Task Order Work Assignment in the event that the corresponding Company123/Client agreement does not contain a limitation of Company123’s liability at least as broad as contained in this Section 15.


What do you guys think about these terms? (I'm especially concerned about section 14; I've included 15 because it seems to be related.)

[Edited at 2006-08-05 16:03]


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Moofi  Identity Verified
Local time: 11:02
Polish to English
+ ...
Nothing New Aug 5, 2006

There seems to be a wave of new terms and conditions being sent out from a number of big companys; I actually came on here looking for discussion about another, similar, dodgy contract that's been sent out today by a big American firm.

Earlier this year even, a long-standing agency sent us a new agreement to sign, that included a clause holding us, the translators, liable for up to 3,000 PLN (nearly $1k, or 500 GBP) if our work was not deemed good enough!

Any time such a new agreement comes along that even looks a tiny bit iffy, I just write back and say 'Not on your life mate'. Usually the bosses will re-negotiate with you specificaly, if not the whole agreement. If you approach them nicely, there's no need to lose the client (unless they're real donkeys).


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ntext  Identity Verified
United States
Local time: 04:02
German to English
+ ...
TOPIC STARTER
Aha! Aug 5, 2006

The contract proposal has just been withdrawn by Company123. They sent the same contract to all their suppliers, many of whom complained about the terms.

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Derek Gill Franßen  Identity Verified
Germany
Local time: 11:02
German to English
+ ...
Hmmm... Aug 6, 2006

Norbert Gunther Kramer wrote:

The contract proposal has just been withdrawn by Company123. They sent the same contract to all their suppliers, many of whom complained about the terms.


Why doesn't that surprise me? It was most likely this exact clause that caused the complaints - it is dangerously vague and poorly worded.

Please let us know if the next version is any better (or worse).


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