[Date Prev][Date Next][Thread Prev][Thread Next][Date Index][Thread Index]

Re: Interesting agreement




Roy Webb wrote:

>  Thanks, Peter; this is indeed an interesting agreement.  I see this all
> the time when people want to use our images, and send us their
> agreement to sign, nine times out of the proverbial ten it includes a
> clause that requires US to indemnify THEM.  This is red flag numero
> uno to me; I refuse, categorically to sign any agreement that
> indemnifies the patron.  Instead, our Permission to Publish form,
> which they are required to sign, has a clause that states that THEY
> indemnify US.  No sign-o, no phot-o; simple as an equation.  I'm not
> about to sign something, as a sort-of, semi-official representative of
> the University of Utah, that indemnifies a third party.  "Get real!" I
> always want to shout into the phone; "l'm going to indemnify Time-
> Warner?"  I always figure if that keeps them from using the
> photograph in their work, it's their loss, not ours.
>

Folks,
Roy raises two good points here i would like to underline.  First, you really
need to make certain that you have the authority to sign any kind of contract
for your organization/entity.  I once was involved in a multi-million dollar
bond sale that came to a screeching halt when the Vice President who signed the
agreement couldn't prove he was authorized to do so.  In fact he wasn't but that
took some legal research into the history of the organization.  You might wind
up bearing some individual responsibility if you do sign a contract which in
some way affects your enterprise.  The second point is that state agencies
cannot (usually) indemnify anyone.  An agent of the state cannot sign away the
rights of the state.  I don't know the legal terminology but I have seen many
companies walk away from state contracts because we cannot indemnify them.
Again if you sign such an agreement you may wind up with some personal
liability.  Most of us who work in large organizations have access to corporate
level attorneys.  Move this sort of stuff on to them; it's what they get well
paid to handle.  Don't put yourself at risk.  Dick King and his opinions only.

begin:vcard
n:;
tel;cell:520.419.6577
tel;fax:520.889.5660
tel;work:520.889.5666
x-mozilla-html:FALSE
org:University of Arizona;Records Management and Archives
version:2.1
email;internet:kingr@u.arizona.edu
title:Director
adr;quoted-printable:;;University of Arizona=0D=0ARecords Management and Archives,=0D=0A250 E. Valencia Road=0D=0A;Tucson;AZ;85706;USA
end:vcard