Legal Question in Business Law in Virginia

contract language is confusing

I am being offered a medical billing job where I will be billing for speech and occupational therapy services. I will be billing via computer from my home. The owner is asking me to sign a contract and one paragraph is very wordy and confusing. She also wants me to get professional liability insurance, which I am willing to do if it is necessary. Can someone tell me what this paragraph means? Pasted here:

 (my name) shall defend, indemnify and hold harmless (company name), except in cases of intentional fraud, from and against any and all losses, damages, costs and expenses including attorneys' fees, liabilities, fines and penalties resulting from any and all claims, proceedings or actions of whatsoever kind or nature whether or not finally adjudicated including any settlement thereof, arising out of or in connection with or on account of the acts or omissions of either or its agents, officers and employees.

Asked on 7/21/09, 11:20 am

1 Answer from Attorneys

Eugene Policastri Bromberg, Rosenthal, LLP
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Re: contract language is confusing

That is confusing especially because i think there is a typo in the language. A typical indemnity provision is one where your customer is asking for you to defend and pay if they get sued because of your actions. The contract should be reviewed as a whole by counsel and I would suggest additional language that would protect you such as that you are relying on the information your customer is providing you in preparing the billing etc. I typically review contracts for clients for a very small fee and you would be well served retaining counsel to do that for you.

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7/21/09, 2:07 pm

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