I am hesitating in accepting the contract due to this clause:

The Consultant shall have personal liability for and shall indemnify the Client against any and all direct and/or indirect loss, liability and costs (including reasonable legal costs) incurred by the Client in connection with the performance or non performance of the Services by the Consultant. The Consultant shall maintain in force during the term of this agreement a full and comprehensive insurance policy or policies in respect of the provision of the Services and all liability of the Consultant in respect of the Services with the Client's interest noted on the policies.

I already negotiated and the employer cannot change the clause...

  • 2
    If you are a freelancer, its you who are the seller and its you who defines the contract, not the customer. Imagen you went in to car dealer and demand them to accept your contract if they want to sell a car to you. So when you are a freelancer, its you who defines the contract and the customer can accept it or not.
    – Mr Zach
    Mar 22, 2022 at 6:26
  • This is a clause that one large company will demand from another large company. This is a demand that you carry what is called Errors and Omissions insurance. Yes, that is available but at a price. Make sure that any price you quote covers carrying such a policy (plus significant markup).
    – David R
    Mar 22, 2022 at 14:12
  • Yes... I don't know why they do this to a lone independent freelancer.
    – Pepits
    Mar 23, 2022 at 15:16
  • It is just a standard requirement that the company has decided upon for all suppliers. I had one large company ask for that once, but I pointed out that the total project was estimated to be just a few days and they waived that requirement.
    – David R
    Mar 24, 2022 at 14:01
  • "Personal liability" would mean that I could lose my home, everything. That's why you have limited companies.
    – gnasher729
    Jul 18, 2022 at 12:40

1 Answer 1


This is a perfectly imbalanced clause and I would tend to refuse it as you are too weak a party to support that. I can see two reasons for the customer to demand that:

  • he applies the same rules as if you were a large company; you are not,

  • paranoia: run away.

If you are strongly willing to get the job in these conditions, make sure to analyze what the risks are (real or fantasy). Also investigate if any insurance company is willing to cover them (which IMO is unlikely), including legal defense. In any case, charge the customer with that cost in addition to what you already negotiated. Absolutely refuse the clause "for free". Don't fear to set an inordinate price, that might discourage them.

  • 1
    Thank you sir for your input. I am also thinking the same thing... I am not even a company, I am just a single self employed developer...
    – Pepits
    Mar 22, 2022 at 11:13

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