 FAQ about technology-related contracts to address on a legal blog?
ScottWhigham: Very cool - good luck with the site. I had a recent situation in which internally we bickered quite a bit about a contract that a client proposed. The situation revolved around a proposed indemnity clause. My colleagues felt that this was a major opportunity that could really grow our business yet I was unhappy with the wording. The wording of the clause was:"Vendor shall indemnify and hold Distributor harmless from and against any and all claims, damages, liabilities, suits, proceedings, losses, costs and expenses (including reasonable outside attorneys’ fees) brought by a third party, arising out of or related to any of the Materials, information, data, materials or instructions provided by Vendor to Distributor pursuant to this Agreement.    This Section shall survive the expiration or termination of this Agreement."My objections were confirmed with our attorney: this clause is one way, it protects them only, it never expires, it does not allow us to choose counsel, and it does not require them to notify us if a suit had been brought. Our attorney brought up the point that we could receive a $5,000,000 bill in the mail 20 years from now and, because of these terms, we would have to pay it.I sent back our rewrites and haven't heard back from them in over a month. I'm not willing to sign their suggested contract and my colleagues are a bit upset. Can you talk about the David v Goliath situations in which large companies try to impose very expansive terms like this on small vendors?