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socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 37971
Experience:  Retired (mostly)
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I will represent a company as an independent sales rep. in

Customer Question

I will represent a company as an independent sales rep. in California. I would like a clause that states I am not responsible for the company's tax issues, or bankruptcies
etc. Also I need to have flexibility to sell this product without the involvement of the company. Company is a third party between the maker of a software and me.
Submitted: 6 months ago.
Category: Business Law
Expert:  socrateaser replied 6 months ago.

Hello,

A contract provision that operates as a waiver of one of the party's rights in bankruptcy (legally termed an "ipso facto clause") is void. You cannot avoid the results of the company's future bankruptcy.

You can have a clause stating to the effect that:

  • "Notwithstanding any other terms and conditions of this agreement, company agrees to defend, indemnify and hold harmless, contractor from any liability to the company for [identify terms that will be covered]."

But, bankruptcy cannot be one of the terms.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, I receive nothing for my efforts in your behalf.

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Expert:  socrateaser replied 6 months ago.

Hello again,

I see that you have reviewed my answer, but that you have not provided a rating. Do you need any further clarification concerning my answer, or is everything satisfactory?

If you need further clarification, concerning this matter, please feel free to ask. If not, I would greatly appreciate a positive feedback rating for my answer (click 3, 4 or 5 stars) – otherwise, I receive nothing for my efforts in your behalf.
Thanks again for using Justanswer!

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