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Hack4Detroit's indemnification clause

backupfreak.com

21–30 of 48 posts

Re: Hack4Detroit's indemnification clause

#21
The contract was bad. It was very bad that they never revealed it until you got there. It was really bad that a Party tried to persuade you into signing the document knowing you don't understand it (and they probably don't either).

Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time paid for the amount wasted on reading their contract.

Re: Hack4Detroit's indemnification clause

#22
post #15

"...all IP is transferred to ownership of the City of Detroit (which I think is reasonable) and the City is granted a perpetual, royalty-free license to “use” any derivative software (which I think is unreasonable)" I'm pretty sure the author reversed "reasonable" and "unreasonable" from what he intended. Also, IANAL, but I'm also pretty sure this contract would not be enforceable because of the way it was presented.…

Actually, how I wrote it was how I intended it, but originally I didn't have an issue with the IP transfer, I was more concerned with liability.

As you and others have mentioned, it does make more sense to maintain IP ownership and grant a license to the City of Detroit. That'd be a hackathon I want to be in. :)

Re: Hack4Detroit's indemnification clause

#23
post #22
post #15

"...all IP is transferred to ownership of the City of Detroit (which I think is reasonable) and the City is granted a perpetual, royalty-free license to “use” any derivative software (which I think is unreasonable)" I'm pretty sure the author reversed "reasonable" and "unreasonable" from what he intended. Also, IANAL, but I'm also pretty sure this contract would not be enforceable because of the way it was presented.…

Actually, how I wrote it was how I intended it, but originally I didn't have an issue with the IP transfer, I was more concerned with liability. As you and others have mentioned, it does make more sense to maintain IP ownership and grant a license to the City of Detroit. That'd be a hackathon I want to be in. :)

> I didn't have an issue with the IP transfer

That surprises me. IP transfer means you would no longer be able to use your own code without their permission. That would be a show-stopper for me.

Re: Hack4Detroit's indemnification clause

#24
IANAL.. would this contract be enforceable? Because it seems the event org gets:

$20, exclusive IP ownership, indemnification, etc

and the participant gets:

to do work (and one person gets $5k, and two people get gift cards)

Where's the quid pro quo? Seems like there's no consideration for one side.

Edit: the contract says that providing a place to work (which will be done at their direction, supervision, and for their sole benefit) and the 3 prizes are the only things they'll provide. Is that enough for this to be considered a fair/enforceable contract?

Re: Hack4Detroit's indemnification clause

#25

The contract was bad. It was very bad that they never revealed it until you got there. It was really bad that a Party tried to persuade you into signing the document knowing you don't understand it (and they probably don't either). Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time pa…

I don't think bickering over registration fee would be a reasonable thing to do. It just promotes the overall litigious atmosphere. The next thing we will see in such contracts is something like 'under no circumstances are participant's costs associated with event refundable, including but not limited to registration fees, travel costs, bla bla bla.' Or maybe it is already there. Much better make the whole thing public like the OP did.

Re: Hack4Detroit's indemnification clause

#26

The contract was bad. It was very bad that they never revealed it until you got there. It was really bad that a Party tried to persuade you into signing the document knowing you don't understand it (and they probably don't either). Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time pa…

I don't think bickering over registration fee would be a reasonable thing to do. It just promotes the overall litigious atmosphere. The next thing we will see in such contracts is something like 'under no circumstances are participant's costs associated with event refundable, including but not limited to registration fees, travel costs, bla bla bla.' Or maybe it is already there. Much better make the whole thing publ…

I disagree. The way I see it, they stole $20 by crafting a completely one-sided contract designed to prevent reasonable people from participating in the event, and then foisted it upon participants at the last minute.

Re: Hack4Detroit's indemnification clause

#27
Onerous contracts have long been common in the startup industry. My impression is that one of the things that has made YC successful is striving for a reputation for providing better terms for founders, but out in the wild places where reputation doesn't count and funding is turned from competitive to a competition where investment is the prize, it's amateur hour. $5000 isn't going to provide much runway for a startup, and funding just one team isn't going to make for a valuable portfolio. The contract is just a reflection of a failure to distinguish between barbershops and startups.

Re: Hack4Detroit's indemnification clause

#28

Earlier quoted context omitted.

I don't think bickering over registration fee would be a reasonable thing to do. It just promotes the overall litigious atmosphere. The next thing we will see in such contracts is something like 'under no circumstances are participant's costs associated with event refundable, including but not limited to registration fees, travel costs, bla bla bla.' Or maybe it is already there. Much better make the whole thing publ…

I disagree. The way I see it, they stole $20 by crafting a completely one-sided contract designed to prevent reasonable people from participating in the event, and then foisted it upon participants at the last minute.

Surely that was bad behavior on their part. The question is how to prevent this type of behavior in the future? I think the OP achieved more to this end by making bad behavior public than by mitigating his personal damage. Maybe it is false dichotomy but maybe not (the reason for these contracts is organizing entity trying to cover its ass).

Re: Hack4Detroit's indemnification clause

#29

The contract was bad. It was very bad that they never revealed it until you got there. It was really bad that a Party tried to persuade you into signing the document knowing you don't understand it (and they probably don't either). Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time pa…

I don't think bickering over registration fee would be a reasonable thing to do. It just promotes the overall litigious atmosphere. The next thing we will see in such contracts is something like 'under no circumstances are participant's costs associated with event refundable, including but not limited to registration fees, travel costs, bla bla bla.' Or maybe it is already there. Much better make the whole thing publ…

For that to work, the contract would have to be agreed upon prior to participant's registration and travel to the event.

Re: Hack4Detroit's indemnification clause

#30

IANAL.. would this contract be enforceable? Because it seems the event org gets: $20, exclusive IP ownership, indemnification, etc and the participant gets: to do work (and one person gets $5k, and two people get gift cards) Where's the quid pro quo? Seems like there's no consideration for one side. Edit: the contract says that providing a place to work (which will be done at their direction, supervision, and for the…

My lawyer friend echoes the same concern. A contract is two-way.
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