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You read it; you negotiated; you settled on
agreeable terms. Seems reasonable.
May seem silly to you. Apparently it wasn't
silly to them and therefore, you negotiated.
That is standard business; you took exception
and they wanted your service enough to accept
your exception. I see nothing FUDDY about that.
I see a mature business.
If you had told them to take a flying leap,
I would doubt your business acumen. Had you
signed up to an unacceptable requirement, I
would doubt your business acumen. Had you not
agreed to indemnify your own work, I would
doubt your honor. All I require is that
those making offers to my company do the same.
That includes Microsoft, Red Hat, or any other
vendor providing us tools.
You are fudding with extreme examples. Indemnity
is not a shiny new word. What is boggling is
how many here didn't even understand the meaning
of it, and how many others aren't willing to
go forward with discussions for means of mitigating
the risks made very evident by IBM vs SCO, the
EULA, the GPL, and so on.
That makes me doubt their commitment to this
business and to the shared welfare of those
that must work together. If you have a problem
with that, we must agree to disagree respecfully
or not.
There are no semantics in markup except what
we put there in the running code. It is the
relationship of the markup and what it can
provide as proof and the running code which
is indemnified on its own merit that we
should explore. Perhaps we will discover
that there are ways and means to manage the
risks in common and by more honorable means
than EULA and GPL.
len
From: Uche Ogbuji [mailto:uche.ogbuji@fourthought.com]
> 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.
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