Imdemnity clause from upper level contract terms

[ranadip]

Hi All,

I was going through multiple chains and discussions about how the upper level contract can directly impact a contractor's IR35 status even though the contractor is not a party to that contract, and he does not even have a right to view/review the upper level contact before signing with the agency.
So my question is:
Can the lower level contract include a point which goes something like "The agency confirms that no terms in the contract between the Client and the Agency shall contradict any terms of this agreement" or something to that effect. Basically, is their a way to put in a term in the lower level contract that indemnifies the contractor of any financial liability on him due to the upper level contract he is not a party to?

Regards,
Ranadip

[Ignis Fatuus]

Can the lower level contract include a point which goes something like "The agency confirms that no terms in the contract between the Client and the Agency shall contradict any terms of this agreement" or something to that effect. Basically, is their a way to put in a term in the lower level contract that indemnifies the contractor of any financial liability on him due to the upper level contract he is not a party to?

You could try "The Agency confirms that no terms in the contract between the Client and the Agency are likely to predjudice the Contractor in terms of IR35, and indemnifies the Contractor against any and all losses and costs associated with such".

No reasonable agent would refuse to sign this.

[northernladuk]

The question is will this stand up? Using a single clause in one contract which 'indemnifies the Contractor against any and all losses and costs associated with such' is a pretty generic sweeping statement. Coverall's like this don't tend to stand up very well under scrutiny so I would question the actual value of it in a contract. I don't deny it looks good and would be useful but as a useful term that will actually set out what it is meant to do I would question. Definately needs a legal bod to read over and comment if you are going to rely on it IMO.

I would also question the use of the term 'contractor' in the second suggestion. Naming the contractor in a contract is never a good start as the contract is between the agent and your company unless the word 'contractor' has been defined as the LTD in the paperwork

[ranadip]

The question is will this stand up?

Exactly what I was about to ask!

I would also question the use of the term 'contractor' in the second suggestion. Naming the contractor in a contract is never a good start as the contract is between the agent and your company unless the word 'contractor' has been defined as the LTD in the paperwork

Certainly agree. I was using the term contractor to make the point. Of course, since IR35 is a individual liability on the contractor as a person and not on the company, we probably may use something like "any employee of the Company" instead.

[Boo]

No reasonable agent would refuse to sign this.

Forgive me, but : Hahahahaha !


Boo