Information About Signing Agreement.

[kakan_dey]

Hello,

How are you all?

I have recived an agreement last night one of my new client. That is my first agreement for my work. I cannot understand what I do? Please read this carefully and advice me.

Thanks & Regards,

Kakan Chandra Dey

[08159572]

What is the nature of business?

[kakan_dey]

Plastic surgery 

[08159572]

Hello, I don't see any red flags here. It's just a confidentiality agreement that you have to sign.

[tlsanders]

Depends on your own preferences. I do not sign contracts with indemnity clauses.

[celgins]

I also don't see any red flags here. It appears to be a straightforward confidentiality agreement that requires you to keep secret any proprietary and/or confidential information.

As Tiffany pointed out, the Indemnity clause is a matter of preference. If you are uncomfortable with the Indemnity clause, you can ask them to remove it. The Indemnity clause is good protection for the client, but it may seem (or be) unreasonable for the contractor.

The best thing to do, in my opinion, is have a lawyer review their Indemnity clause and explain what the clause means and how it could affect you.

[tlsanders]

Here's the problem with the indemnity clause:

Imagine that a third party sues the client falsely alleging that the contractor in some way revealed some information that caused some harm. The client goes to court and wins the case, spending $75,000 to prove that the contractor did absolutely nothing wrong. Now, the freelancer owes the client $75,000 for their legal fees. 

[celgins]

I'm in agreement with you. I've seen and signed many NDAs and other confidentiality agreements and I usually exclude indemnification clauses. In cases where a client is adamant about retaining it, the clause is negotiated or worded in a way to address specific occurences or events that would invoke them.

Indemnification is great for the client, but doesn't do anything for the contractor.

[tlsanders]

The thing that puzzles me most about them (and the reason I think most clients give in easily when you ask to strike them) is that when dealing with a freelancer, the indemnification clause usually doesn't offer any real protection to the client, since it would be difficult or impossible to collect significant sums of money from most freelancers. 

[celgins]

Exactly--it is very puzzling.

However, since the OP mentioned plastic surgery, the client may believe the indemnification clause benefits them. (Actually, I couldn't tell from the confidentiality agreement screenshot if Kakan is a freelancing plastic surgeon being asked to sign. If so, maybe the client thinks plastic surgeons make a ton of money and the possibility of collecting a significant sum is pretty high.)

[wlyonsatl]

Many (most?) Upwork clients find templates for these sort of documents somewhere on the Interweb. They don't read them or at least don't bother really understanding them.

If you don't like a particular element cross it through, initial the change and send the signed document back to the client with an explanation for why you omitted that particular section. If they have no objections to your changes, be sure they sign the document you send them and keep that copy for your files. (Some clients will re-do the document in light of your changes.)

Get all of this done before you agree to a contract through Upwork. You have no leverage to change the document once you've formally agreed with an Upwork contract to work for the client.

By the way, if you and the client are in separate countries, enforcing such a agreement is not worthwhile for most projects. Don't get too bound up in worrying about the agreement. If it makes the client feel good and puts you in no disadvantageous position, abide by the agreement and you'll be fine.