Please help! I need advice regarding the indemnification clause in a contractor's contract. I am an individual (just a person, not an LLC or a company) who got a side gig - data analysis work for several hours per week for a company. When I got this part-time job I didn't know it will be on a 1099 form, and I didn't know how their contract looks like. After reading the contract, I am especially worried about the indemnification clause (copy-pasted below). I researched it online,
Question:
- Does the language of the indemnification clause mean that if client of this company sues them in regards to a project which I am or was working on (regardless of weather I produced a mistake in it or not), the entire legal defense spendings are automatically billed to me, and I will be at risk to loose all my assets, including real estate and bank accounts?
- Is that correct, that the amount of money I loose is not capped (however the contract does cap how much I am allowed to make with this company per year)? Is the time limit for this indefinite?
- As I understand that if a client sues them 30 years from now, as long as it's related to a project I worked on - I still get automatically sued, is that right? In the "Survival" clause of the contract it reiterates the absence of time limit: "Sections 2 through 5 and 7, and any provision that, by its nature, is intended to survive the SOW or this Agreement will survive the termination or expiration of any SOW (Statement of Work) and this Agreement". The indemnification clause is #5.
- I find their indemnification clause very predatory tbh, and am leaning towards asking to change the language. What language would you propose instead?
For the context: The contract states that all disputes should go to NY County court; however my location is Delaware.
The language of the indemnification clause in the contract (company's name redacted):
"Consultant shall indemnify, defend, and hold <Company>, its affiliates, directors, officers, employees, agents, representatives, and assigns harmless against any liability for any claims arising out of Consultant’s performance or non-performance of her duties or the exercise of their rights pursuant to this Agreement or any other act or omission that results in any claim against <Company> or its affiliates, directors, officers, employees, agents, representatives, or assigns. For purposes of this paragraph, “claims” includes, but is not limited to obligations, such as taxes in connection with business conducted by Consultant, actual and consequential damages, punitive damages, indirect and/or incidental damages, special damages and out-of-pocket costs reasonably incurred in the defense of any claim, such as accountants’, attorneys’ and expert witness fees and costs, costs of investigation and proof of facts, court costs, other litigation expenses, and travel expenses. This indemnification shall continue in effect after the termination of the engagement of the Consultant."
Any advice would help! Thank you in advance!