Contract modifications

Web Site Design Contracts

[shuffler]

Below is an extract from our Terms & Conditions. We have a potential client who wants us to remove this clause. Does anyone know what the implications of this could be?
Thank you

Indemnities

The Client agrees to fully indemnify The Company for any claim brought by any third party against The Company from the use of or in connection with the providing of Services by The Company to the Client. The Client shall indemnify The Company for all costs, damages, awards, fees (including legal fees on a full indemnity basis) and judgments and interest awarded against The Company arising from any such claim and shall provide The Company with notice of such claims, full authority to defend, compromise or settle such claims and all necessary assistance where necessary to defend such claims at the Client’s sole expense.

[Brett_Tabke]

Sounds like they want to you remove the "hold harmless" clause? I wouldn't do it.

[shuffler]

ok thanks Brett.

Would you say that this is a standard clause in the industry?

[Crazy_Fool]

i have a very similar clause. i'd say if a client wants to remove it, they will want to use you then sue you.
personally i would tell them to sling their hook - i wouldn't even discuss matters any further with them, even if they agreed to keep the clause there.

[shuffler]

thanks crazy,

I've been getting a bad feeling about this for a while....

[Brett_Tabke]

Yes, you do need a indemnification clause.
[thefirm.com...]

[shuffler]

Thanks for the clarification Brett.

[madcat]

But, wouldn't the clause mean that if a third party claims copyright violation and it was true, the client would have to defend the company for something that was really their fault.

I'm just asking because I am in the process of writing contracts, forms and agreements.

Thanks

[4eyes]

When I was a Purchasing Manager I would have absolutely insisted on this clause being removed.

Now I am selling I would insist it remains.

There may be a middle ground, but without the advice of a lawyer its safest to walk away from it.

If one of your competitors is happy to remove their similar clause and take the contract it will probably end up to your advantage anyway:)