I got this contractor agreement from a company. Do you think it is proportional legally?
Representations, Warranties, and Covenants. Consultant represents, warrants, and covenants to Company that: (i) Consultant has the expertise to perform the Services, and all of Consultant’s Services performed under this Agreement and any Statement of Work shall be performed, in a timely and high quality manner by qualified personnel consistent with industry standard procedures; (ii) all Work Product (defined below) produced by Consultant pursuant to a Statement of Work shall conform to the specifications set forth in the applicable Statement of Work and shall perform in a manner satisfactory to Company for a period of one (1) year from delivery; (iii) no Work Product produced by Consultant under this Agreement or any Statement of Work shall infringe the rights of any third party under United States intellectual property or other laws or the laws of any applicable foreign jurisdiction, and Consultant has not included any information, data, computer code, or any other property that was not originally created by Consultant or its employees or that is owned or controlled by any third party other than that, if any, set forth in an applicable Statement of Work; (iv) no portion of the Work Product or the media upon which it is stored has any type of software routine or other element that is designed to permit: (a) unauthorized access to or intrusion upon, (b) disabling of, (c) erasure of, or (d) interference with any hardware, software, data, or peripheral equipment; (v) Consultant’s execution and performance of this Agreement and all Statements of Work do not and will not violate the legal or contractual rights of any third party; (vi) Consultant shall at all times abide by all federal, state, local, or other laws respecting the performance of the Services, the production of the Work Product and any and all applicable policies of Company; (vii) Consultant has the power and authority to execute, deliver, and perform under this Agreement; (viii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (ix) Consultant will comply, in all respects, with the provisions of this Agreement.
Indemnity. Consultant shall indemnify, defend and hold Company and its directors, officers, employees, members, agents, parents, subsidiaries, and affiliated companies harmless from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any such indemnified party and that arise out of or relate to: (i) any breach by Consultant, its agents, employees, permitted subcontractors or representatives of any of the representations, warranties, covenants, or terms of this Agreement; (ii) any negligence or willful misconduct of Consultant, its agents, employees, subcontractors, or representatives; and/or (iii) the infringement by the Work Product of any third party rights.
Effect of Termination. Except as otherwise provided in this Agreement, any and all rights and obligations of the parties under this Agreement shall terminate upon termination of this Agreement. In the event that Company terminates this Agreement pursuant to Section 5.1, Company will reimburse Consultant for all Services rendered satisfactorily by Consultant and for any reimbursable expenses incurred by Consultant in conformance with this Agreement through the termination of this Agreement. In the event Consultant breaches this Agreement, the parties agree that Company will suffer damages that would be difficult to ascertain. Therefore, Consultant agrees that Company shall not be required to further pay Consultant and shall be entitled to recover all fees paid to Consultant as liquidated damages and not a penalty in addition to all other rights and remedies available to Company in law and in equity which may be granted by a court of competent jurisdiction.