Contract clause

[Goya]

I'm in the process of renewing a contract, but I'm looking at the current contract & will suggest improvements for the renewal.

Under a "Right of Reimbursement" clause, it states the following:

"Further the Personnel hereby indemnifies the Company in respect of any sum due from the Contractor to the company arising under the terms of this Agreement howsoever arising whether under contract or indemnity or otherwise . . ."

Where:
Personnel = Me
Contractor = My Ltd
Company = EB

Now, IANAL but this appears to make me personally liable for "any sum" rather than putting the liability on my Ltd, which is where it should really be.

Am I reading this correctly?

[BoredBloke]

I wouldn't sign it - who is the agency?

[Goya]

I wouldn't sign it - who is the agency?

CP. Yes, yes, I know I shouldn't have signed up with them in the first place but I was young, naive, etc.

[ratewhore]

I can't work out what it's trying to say in the first place...

[malvolio]

I can't work out what it's trying to say in the first place...

It's making you personally liable for their debts and liabilities in the event something (anything) goes wrong, even if it's not your fault, and they don't get paid. If the client kills the contract, CP could charge you for their lost commission, for example. Walk away and do not use CP ever again.

However, if challenged in court, it is likely that it would fail the reasonableness test and be struck down. Feeling brave?

[tim123]

It's making you personally liable for their debts and liabilities in the event something (anything) goes wrong, even if it's not your fault, and they don't get paid. If the client kills the contract, CP could charge you for their lost commission, for example. Walk away and do not use CP ever again.

However, if challenged in court, it is likely that it would fail the reasonableness test and be struck down. Feeling brave?

It does say "arising under the terms of this agreement". The terms for the client cancelling cannot realistically be part of the agreement between the agency and the contractor.

This is not to say that one should sign.

tim