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Not a lawyer, but I think you're correct. I wouldn't sign this.

(iii) puts the burden on the client to prove that you breached the contract. So, that clause is reasonable even if it is burdensome.

For, (i) and (ii) the word "alleging" is problematic for me. Anyone can sue you alleging anything. Yes, you can recover court costs and lawyer fees if you win, but most patent trolls try to out-expense you and figure you'll settle at some point.

Either way, always do work and sign contracts as a legal entity, not an individual. Much better to lose your company than lose your house.

More detail: https://www.shouldisign.com/what-is-indemnification



Thanks for this domain, very helpful.




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