What are the ramifications if an indemnity clause?

I would like to better understand an indemnity clause. I am a freelance independent contractor and a contract has been given to me that contains wording I find troubling about the potential responsibility I will take on if things go awry. I have a few questions. What are the typical issues where something would go wrong? How is an employer ever responsible even without the indemnity clause of my personal failure to pay taxes as a contractor? Am I over thinking this? Is it likely in your experience that negotiating that term will go successfully or not?

Asked on December 20, 2018 under Business Law, Tennessee

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 1 year ago | Contributor

Without the language of the clause, we cannot really answer your question: contracts are enforced according to exactly what they say. An indemnity clause is a provision requiring one party to indemnify the other, or pay certain amounts for or on behalf of the other party. If you repost your question quoting the relevant language, we can answer what that language likely means--i.e. who must pay what, when.
As for negotiating an indemnity, or indeed any clause: it comes down to relevant bargaining power: do they want you to work for them more than you want the job, or vice versa? Whomever wants this contract more, the other party has more bargaining power.


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