I've had similar IP clauses in one contract, I replied simply with "don't be daft" with those lines clearly excluded. They were deleted and I never heard from them again. I'm quite comfortable with IP clauses that state I agree to vest relevant IP with the client although I draw the line at clauses that require everything I do while contracted be included. There have been cases in the past where employees writing fiction novels in their spare, personal time have been caught by very restrictive IP clauses if they've even discussed it during working hours.
On the indemnity points, the easiest answer is to just make sure you have sufficient insurance to cover this. If you can't match your contractual indemnities with your insurance cover then either renegotiate your contract or get confirmation from your insurer that you would be covered in the event of a claim.
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IPR clauses in contracts
Currently negotiating a contract and there are copious clauses concerning IPR iof anything the Supplier (me) produces which the agent wants to claim ownership of including the right to sue for past infringments.
They also want indemnity against all costs relating to a third party alleging infringement against the Supplier (me) note that is alleging not proving. i.e. a blank cheque to defend themselves with from any old potentially friviolous claim (which could even be a contrivance lol)
In many years contracting I have never seen anything like this - anyone else seen it before? I sure as hell won't be allowing that one through but they are playing hardball with it.
And yes, of course I will have it reviewed it's jsut that on first read some of the clauses struck me as pretty desperate on their behalf esp as the Client will no doubt require that IPR will rest with them (as I have always found is the usual case where IPR is involved)
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