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Am I Crazy Or Is This Contractor Agreement Insanely One-sided? Are $50k Penalty Clause Normal?

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*Only SUMMARIZING the agreement to keep things anonymous*

Location: NYC

Topic: Overly complicated/overreaching Independent Contractor Agreement

Problem: How do I move forward after being given an overly complicated agreement? It's the only bottleneck, but it's really affecting my ability to perform my job.

Background: My "boss's" daughter is a lawyer and drafted what is quite obviously a one-sided agreement. (That part was expected.) This agreement is so long and overly complicated that now, I'm totally paralyzed. I don't think it was meant as a stall tactic, but at what point is complicated too complicated?

The agreement is 20 pages total and has 39 sections.

I had an employment lawyer (friend of a friend) review it when 1st recieved. (They insisted on doing it for free.) I submitted their redlines, and recently received back responses and notes that honestly feel at best mismatched to the overall relationship and desired outcome, and at worst overly pedantic and ego driven.

I don't really have the cash on hand ATM to propererly lawyer up—which I know is the solution—but I'm wondering how common or uncommon my situation is, as I'm considering walking away from this opportunity as it kinda flags some bad faith or at least bad/silly judgment.

Questions: I know it is a strategy to encumber someone with legal obligations/procedure when you're already fighting with them, but is it ever a strategy to overly complicate contracts in this way, before anything is gained or anyone is in dispute?

Examples of Some of the Concerning Sections:

Section 15 – Indemnification
If something goes wrong and someone sues the company because of my work, I'm on the hook to cover legal costs and damages, while they can control the defense.

Section 23 – Arbitration / Dispute Resolution: If there’s a dispute, I'm locked into binding arbitration in a set jurisdiction in NJ.

Section 24 – Liquidated Damages: There’s a built-in $50K penalty if I breach any part of the agreement, even if the actual damage is unclear. It also says this can be added on top of other consequences and legal fees etc.

Section 12 – Non-Compete: I can’t compete with them in any way for 2 years after ending agreement (which I would be fine to accept as I don't aim to work in this specific industry otherwise), but the language is so broad that it's effectively saying I can't work with any past, present, or prospective future clients in ANY capacity during that Term. This is a service-based company, potential future and past clients are basically every major company in NYC.

Section 8 – Non-Solicitation / Contact Restrictions: Restricts me from reaching out, working for, or providing any goods/services to any clients, vendors, or even prospective contacts for 2 years. The definition of “contact” is wide, so it could block opportunities even if they come to me.

Section 16 – Insurance: It says insurance is optional, but if I have it, it has to meet specific requirements that mostly benefit them. Combined with the indemnification clause, it's pressuring me to carry insurance without clearly setting fair terms.

submitted by /u/HannibalLex
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