I'm a sole proprietor in the US contracting for a few months to make changes to a mobile app for a medium sized company. They want me to sign this clause under Delaware jurisdiction:
Consultant shall indemnify, fully defend, and hold Company harmless from and against liability, loss, cost, expenses and damages, from any negligent act, omission, or errors of the Consultant that arise from the Consultant's the performance under this Agreement.
The contract is worth about $25K. The worst I can probably do in terms of mistakes is incorporate code or graphics into their product that I don't have a license for, or accidentally delete or leak personal information. It's a news reader app so mistakes are going to be less costly than mistakes for something like a large ecommerce site.
I feel "defend" is unreasonable because it would mean I would have to pay to defend against third party claims with no way to limit the cost of the legal defence or who can try to claim.
I feel there should be a limit to the liability costs that can be claimed. I've signed contracts that say the "limited to the cost paid to the contractor under this agreement" before and feel that is fair.
Is the above clause unusual in this contracting context and overly risky to sign? Are my objections reasonable and asking to remove 1 and include 2 a reasonable solution? Is there some fairer boilerplate clause I can refer to that's closer to this?
