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   Silly indemnity FUD

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> clbullar@ingr.com (Bullard, Claude L (Len)) writes:
> >Here's the deal, my darlings:  we will soon refuse to accept 
> >your risks and your precocious but adolescent approach to 
> >risk management.
> If that's what you need to do, fine.  I think it's utterly to your loss
> and your customers' loss, but that's up to you and to them to evaluate.
> It's not my job to tell everyone how to process their data, nor do I
> plan to indemnify anyone, nor do I think handing much of that
> responsibility to supposedly wise standards bodies is wise.  

Interestingly enough, just yesterday we signed a contract with a client.  In 
the original draft was a clause requiring us to indemnify them against the 
eventual heat death of the Universe, it seemed, and specifically against IP 
claims relating to our work.

I didn't tell them to take a flying leap in just such terms, but I did tell 
them quite firmly that we would indemnify them only against our errors and 
ommissions, which is what our insurance covers (and which contract law 
provides for anyway without a silly indemnity clause).

According to Len's reasoning, one would think they'd have told us to take a 
flying leap of our own.  But no, there was no fuss.  They amended the clause 
and we moved on.

Look: customers have been trying to get outrageous indemnity clauses into 
contracts since time immemorial.  Industry pressures sometimes work in their 
favor for a while, then nasty cases of unfairness lead to clauses in state law 
against silly indemnity clauses, and more awareness among vendors over what 
indemnity clauses to reject.  It's like any other contracting issue and the 
SCO vs. IBM circus did not introduce any new wrinkle anywhere except perhaps 
to pundits who hadn't really heard of indemnity before (because as pundits 
they don't have to worry about contract wrangling) and all of a sudden found a 
new buzzword in an unexpected place.  Len, you surprise me because I know you 
deal with contracts, yet you treat "indemnity" as a shiny new word you can use 
to dazzle anyone who disagrees with you on such completely unrelated topics as 
the role of semantics in markup.

I agree with Simon.  If you refuse to accept our "approach to risk 
management", then we won't be doing business.  Your loss.  Luckily there are 
enough people out there who just want fair commerce.

Uche Ogbuji                                    Fourthought, Inc.
http://uche.ogbuji.net    http://4Suite.org    http://fourthought.com
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A custom-fit career in app development - http://www.adtmag.com/article.asp?id=7


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