I didn't find Upwork's contract without signing up, but before Elance merged with oDesk to become Upwork they had pretty onerous terms in their services agreement⁰:
9.Indemnification Contractor will defend, indemnify, and hold harmless Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Client (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Contractor's breach of the terms of this Agreement.
I read that to mean that if a client I did work for is sued for IP infringement, even if no IP infringement occurs, I need to pay for the client's defense out of my own pocket.
Not a lawyer, but I think you're correct. I wouldn't sign this.
(iii) puts the burden on the client to prove that you breached the contract. So, that clause is reasonable even if it is burdensome.
For, (i) and (ii) the word "alleging" is problematic for me. Anyone can sue you alleging anything. Yes, you can recover court costs and lawyer fees if you win, but most patent trolls try to out-expense you and figure you'll settle at some point.
Either way, always do work and sign contracts as a legal entity, not an individual. Much better to lose your company than lose your house.
UpWork is completely biased towards their work force.
They treat freelancers like shit and the client is always right.
The rating system makes it impossible to have any benefit from conflict resolution.
Then again some of the people hiring there are really professional.
I was scammed by some guy who gave me a 1 star for overworking me and exploiting me, in spite of showing evidence that his work was completed (and much more) his rating was not even exempted from my total.
Suffice to say it makes it hard to work. Luckily it was my 6th job and I had other 5 stars.....
And Amazon. And every other company that is dependent on the faith people put in their arbitrary ratings. I think we are near critical mass of people realizing that online reviews are bullshit.
9.Indemnification Contractor will defend, indemnify, and hold harmless Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Client (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Contractor's breach of the terms of this Agreement.
I read that to mean that if a client I did work for is sued for IP infringement, even if no IP infringement occurs, I need to pay for the client's defense out of my own pocket.
⓪ - https://www.elance.com/p/legal/independent-contractor-servic...