contract for content writing gig, $3,500 project. their MSA has a clause where i indemnify them for ANY claims arising from my work, including third-party claims. and they cap MY recovery at fees paid. and there's no cap on my indemnity exposure. is this normal? am i overthinking?
not normal for a $3,500 gig. uncapped indemnity + capped damages on the other side is a ratchet. push back on:
(1) cap your indemnity at 2x fees paid (or fees paid, depending on your leverage), (2) limit indemnity to "third-party claims arising from breach of warranties," (3) make damages cap mutual.
at $3,500 the lawyer review fee may exceed the entire project value. either redline yourself based on a template, or just walk away. there are other clients.
I'm Sergei Tokmakov, California attorney (Bar #279869). The advice above is right. Asymmetric risk allocation in a $3,500 contract is extreme. Practical redline:
(1) Mutual indemnification: each party indemnifies the other for breach of representations and warranties. (2) Cap your indemnity at fees paid or 2x fees paid. (3) Carve out gross negligence and willful misconduct from any limits (so they can't get out of really bad behavior). (4) Make the liability cap mutual — same number on both sides. If they refuse mutual treatment for a small project, that's a client-quality signal.
For freelance contracts at low dollar amounts, contract review by an attorney isn't typically cost-effective unless the relationship will be long-term. I do flat-fee contract review at $349 if useful for a major recurring client. Informational only.