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Damien Bosco
Damien Bosco, Attorney
Category: Business Law
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I am about to sign an Affiliate Program contract with a

Customer Question

I am about to sign an Affiliate Program contract with a major lighting manufacturing company. They have an indemnification clause in the contract. I requested mutual indemnification and they refused. Is this a big issue, or a deal killer? I have always had mutual indemnification in my other contracts with large companies with no problem. What is my liability?
Submitted: 9 months ago.
Category: Business Law
Expert:  Damien Bosco replied 9 months ago.

Hello. My name is***** am an attorney. I will review your question and develop a response. We may discuss it too. Does that sound good to you?

Customer: replied 9 months ago.
Sure! Let's go.
Customer: replied 9 months ago.
I'd prefer texting/email
Expert:  Damien Bosco replied 9 months ago.

Sure. It is good to request mutual indemnification in contracts. This means if someone sue one party, the other party helps fund the lawsuit and visa versa. If it is only one way, the let's say your company would have to cover their legal costs if someone sues you and also sues them. But if someone sues them and then you, they do not have to cover your costs. If the parties are on equal footing then usually they both agree to mutual indemnification. We can discuss more if you would like to do so.

Customer: replied 9 months ago.
For a little background, this is me I'm a visible, recognized photo expert brand. The company is FJ Westcott They are WAY bigger than I am. I currently represent 3 photo-education lighting kits with 3 separate contracts, non of which even mentions indemnity. The new contract would be for an Affiliate Program where I could make extra income by including links to buying the product right off their new website, which launched today. They insist upon indemnity for FJ Westcott but will not allow me to add in mutual indemnity. They are now a bigger company than when I first signed a contract in 2009, and have hired new attorneys to negotiate this new contract.
Customer: replied 9 months ago.
I know that mutual indemnity is in my best interest, but they refuse it in this contract. The questions is, is this big enough a liability issue for me to walk away from the deal? Or is it not that big a deal?
Expert:  Damien Bosco replied 9 months ago.

Thank you for the additional information. Whether the deal works for you is your business decision. Some people would not want to pass up on the opportunity. It is not that unusual that it is not mutual. Unfortunately, usually the bigger companies have the upper hand. We can discuss more if you want to do so.

Customer: replied 9 months ago.
basically, with the current verbiage in the contract, I am liable if someone decided to sue FJ Westcott and throw me into the mix because I'm affiliated?
Customer: replied 9 months ago.
Are you still there?
Expert:  Damien Bosco replied 9 months ago.

Hi Erin: You would only be responsible if someone tries to sue and blame you, and then they tried to include the other company. Not the other way around. So it is not as bad as you thought. Let me know if you have further questions. If not, I hope that I provided you with excellent service and would love for you to give me a 5 star rating for helping you understand the indemnification issues. Best regards.

Expert:  Damien Bosco replied 9 months ago.

Hi Erin: Checking in to see if you need additional information.Your satisfaction is my goal, and I'm happy to answer a related follow-up question you may have. If I have not answered your question completely or missed a question, please let me know and I will attempt to do so.

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