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Hack4Detroit's indemnification clause

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Re: Hack4Detroit's indemnification clause

#31

Post by hydrogen18 »

I once was working freelance deals. I talked to a guy and the project he had sounded reasonable. As it, he wasn't claiming we were going to build a Facebook competitor. He had a good business opportunity with a solid opportunity for revenue. A 30 minute Skype and I agreed to start work at a certain rate.

He sent me a contract that stated I had to provide unlimited warranty on any software I wrote for 3 years after the date of the last payment. I kindly told him I was no longer interested. He told that was his 'standard contract' and had 'never looked at it anyways'. Six months later I was still getting emails from him about once a week asking me when I'd be able to begin work.

Re: Hack4Detroit's indemnification clause

#32

Post by krick »

This is outrageous. I wouldn't be happy to sign anything, no matter how harmless after I agreed to participate (which means I already arrived to the place, not mentioning the fee), but OK, it's just me. But 8 page contract with liabilities? "You are probably thinking about it too hard."? At this point I would basically explode, so I can only applaud your calmness and restraint.

Re: Hack4Detroit's indemnification clause

#33

Post by beambot »

I've been in these situations a few times. I have a few different approaches depending on the person and company asking:

(1) Say, "My employer prohibits me from signing any legal documents related to intellectual creations. You'll have to run it past their legal team. It'll take 1-2 weeks." That's mostly true(!) depending on the provisions of your employment agreement, and it's usually enough to get them to back down.

(2) Go to the signature page and write in legible penmanship: "I do not agree to these terms" (and that is all). Often the administering party has no leeway and just needs to be able to say, "I saw them write something."

If all else fails: You have to be willing to walk away. And if you do decide to sign: Retain a copy!

Anyway, that's pretty shady and should not be tolerated.

Re: Hack4Detroit's indemnification clause

#34

Post by krick »

dunkelheit wrote: post #25
jsprogrammer wrote: post #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 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…

> just promotes the overall litigious atmosphere

Fair enough. But this contract and the whole registration procedure itself promotes litigious atmosphere in the first place, so my opinion is it would be not only "reasonable" (it would probably be easier to forgive that $20 and travel costs) — it would be the right thing to do.

Re: Hack4Detroit's indemnification clause

#35

Post by krick »

lisper wrote: post #23
nanch wrote: post #22

Earlier quoted context omitted.

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.

> That surprises me. IP transfer means…

I guess this really highlights the problem with the whole bureaucracy in general, and that contract in particular. You know what "IP transfer" means. OP doesn't. And, I'm convinced, he doesn't have to. He is not a lawyer, he knows other things, that lawyers do no know. Cheers to you for knowing both lisp and law, but I really cannot judge OP for the fact he knows only lisp. I believe it's not him, who is guilty, but the system, where every harmless lisper can be forced into signing contract he doesn't understand because of the fact he wanted to do something good for the society (and paid 20 bucks for that, by the way).

Re: Hack4Detroit's indemnification clause

#36

Post by Animats »

Of course you shouldn't sign. Walking out was the right thing to do.

I've always been very, very careful about reading contracts, and it's worked out quite well for me. There are online services I will not sign up for because the terms overreach.

Re: Hack4Detroit's indemnification clause

#37

Post by lisper »

krick wrote: post #35
lisper wrote: post #23

Earlier quoted context omitted.

> 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.

> That surprises me. IP transfer means… I guess this really highlights the problem with the whole bureaucracy in general, and that contract in particular. You know what "IP transfer" means. OP doesn't. And, I'm convinced, he doesn't have to. He is not a lawyer, he knows other things, that lawyers do no know. Cheers to you for knowing both lisp and law, but I really cannot judge OP for the fact he knows only lisp. I b…

> and paid 20 bucks for that, by the way

That's another reason this contract would probably be invalid: no consideration.

http://www.nolo.com/legal-encyclopedia/consideration-every-c...

Re: Hack4Detroit's indemnification clause

#38

Post by bradleyland »

rgbrenner wrote: post #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 the…

That was the first thing I thought. Turning over IP and offering indemnification... for what exactly?

That indemnification clause is utterly ridiculous in this context. Our company works with a lot of governments, and indemnification clauses of this type are extremely common any time there is software involved. What's crazy about this circumstance is that the participants aren't contractors writing code for the city... Or are they? Based on the indemnification requirement, it seems that's how the city views it.

It appears un-enforcable to me (IANAL, but I do deal with this shit a lot). However, just because a contract can't be enforced doesn't mean it won't cause you trouble. I'd walk before I signed a contract like this at a hackathon. No "chance" at a prize is worth this kind of exposure.

Re: Hack4Detroit's indemnification clause

#39

Post by krick »

lisper wrote: post #37
krick wrote: post #35

Earlier quoted context omitted.

> That surprises me. IP transfer means… I guess this really highlights the problem with the whole bureaucracy in general, and that contract in particular. You know what "IP transfer" means. OP doesn't. And, I'm convinced, he doesn't have to. He is not a lawyer, he knows other things, that lawyers do no know. Cheers to you for knowing both lisp and law, but I really cannot judge OP for the fact he knows only lisp. I b…

> and paid 20 bucks for that, by the way That's another reason this contract would probably be invalid: no consideration. http://www.nolo.com/legal-encyclopedia/consideration-every-c...

Yes, I suspect so, and it is pointed out in the comments several times already anyway. But this is another thing that some harmless lisper might not know, so he will discover it at some point that is much closer to the court, after spending quite a generous amount of money on the lawyer to defend him. And, considering how fucked up legal system is, it is not completely unlikely that he will actually need this defend, because Detroit's lawyers will be trying to prove that there actually was something in that contract for the OP, and it is "consideration enough".

And even if nothing bad will actually happen — which might be true in this case, but not in general — you can say that moral damage is already received. And nobody will ever pay him for that, because, guess what, he is a harmless lisper and not somebody, who tries to sue everybody he sees for the moral damage.

Re: Hack4Detroit's indemnification clause

#40

Post by [deleted] »

dunkelheit wrote: post #28
rgbrenner wrote: post #26

Earlier quoted context omitted.

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).

[deleted]
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