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I was offered to sign a contract for Consultant/Developer position working remotely for company in United Arab Emirates.

Contract contains Indemnification paragraph that looks strange to me. Since it's my first contract I have some doubts if I should sign it (since I will have unlimited liability).

What do you think about this:

Consultant hereby indemnifies and agrees to defend and hold harmless XXXX from and againstany and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys' fees, arising out of or relating to the services performed by Consultant under this Agreement or the representations and warranties made by Consultant herein. Consultant's obligations under this paragraph hereof shall survive the termination, for any reason, of this Agreement. Additionally, Consultant shall indemnify and hold XXXX harmless against all claims, costs, liability and loss, including attorneys fees, arising out of or relating to the performance by Consultant under this Agreement and/or the Consultants failure to perform its obligations hereunder, including but not limited to claims of infringement of patent, trademark or other proprietary rights, claims or actions based upon or arising out of damage or injury (including death) to persons or property or based on any violation of law, breach of any Consultant's warranties or representations and claims by Consultant or personnel assigned by Consultant for benefits or compensation from either XXXX or XXXX' clients. XXXX SHALL NOT BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL SPECIAL, EXEMPLARY OR OTHER DAMAGES SUFFERED BY CONSULTANT UNDER ANY PART OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES HAS BEEN DISCLOSED TO XXXX OR COULD HAVE BEEN REASONABLY FORESEEN BY XXXX.

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    If you have contract questions an attorney is generally the best person to ask, not other freelancers. – Scott Jul 13 '17 at 10:59
  • Say something happens, will you go to the UAE to go to court? I know I wouldnt, so I wouldnt be too worried about that paragraph. Unlimited liability is odd though. – user3244085 Jul 13 '17 at 12:48
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I AM NOT AN ATTORNEY, and this does not constitute legal advice.

Basically this says that if anything goes wrong that's even in proximity to the work you're doing, you're the first person to get sued. If you don't have your own limited liability company or corporation to work behind, this means that a judgment for a lawsuit can attach (take) your personal assets.

There's probably another paragraph that indicates the jurisdiction (maybe "choice of law") for legal disputes - it's probably going to be in UAE. If that's the case, UAE laws apply and a UAE attorney will be your best resource.

As it is, be very, very, VERY careful with this contract. It's like a loaded pistol :(

  • I managed to remove that paragraph and replace it with: XXXX hereby indemnifies and agrees to defend and hold harmless Consultant from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys' fees, arising out of or relating to the services performed by Consultant under this Agreement only in case such damages arise from non-voluntary actions on behalf of the Consultant, and in case Consultant has taken all reasonable actions to prevent such errors from happening. What do you think? – Pawel Niezgoda Jul 18 '17 at 7:30

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