Sorry to post such a complicated issue as my first thread, but I was asked by a client of mine to sign urgently some additional contracts but I'm not sure if I should be doing so, as English is not my native language.
Basically, I am contracting as a web developer through a recruitment agency with which I already have signed a contract (no big deal, standard T&Cs - have worked with them before!) for a small company in London. They work with some major brands and want me to sign an NDA and a IPR agreements. I couldn't care less about the NDA, but the IPR seems a bit dodgy, especially the following two clauses:
Subject to clause 4.3 the Contractor as beneficial owner with full title guarantee and by way of assignment of present and future copyright hereby irrevocably and unconditionally assigns to the Company the entire worldwide copyright and all other rights title and interest of whatsoever nature whether vested or contingent (including without limitation the right to exploit the Deliverables and all allied and ancillary rights therein and the products of the Services by any means and in any and all media now known or hereafter invented) in and to the Deliverables and the products of the Services hereunder to hold the same unto the Company absolutely throughout the universe for the full period of the copyright and all renewals revivals and extensions thereof and (insofar as possible) thereafter in perpetuity. The Contractor acknowledges and agrees that the Contractor shall in no circumstances acquire any Intellectual Property Rights (“IPR”) in or to the Company’s Assets or the Deliverables or the Project.
And the second one being:
The Contractor will indemnify and keep the Company indemnified against all claims costs proceedings demands losses damages expenses or liabilities whatsoever arising directly or indirectly as a result of any breach by the Contractor of any representations warranties or other terms contained within this Agreement.
My understanding is that I am waiving ALL rights to the work I produce, and that I will not be able to re-use pieces of code from this particular project for any other projects I will be working on in the future. If that's the case, it's unacceptable, because I am using a lot of boilerplate code I've written myself over the years and I do not want to get rid of that, as I will be using it for other projects too!
And the second clause is even more scary - basically the vague wording in my opinion means, that if anything goes wrong or if the client decides to make a claim without any reason (for example if they say I did not deliver the project on time, even though in reality it was impossible, they will be able to claim for profit loss?).
As much as I understand they the client wants to be sure everything will go smoothly, I think they're asking for too much and my gut tells me not to sign it, although on the other hand, aren't such clauses a standard procedure? Any advice will be appreciated.
