First of all, this is known as a "flow through" provision or "flow down" provision.  Before you sign a contract with such a clause, ask for the prime contract.  This is not an unreasonable request and should be expected by your client.  Otherwise, strike the clause and take away all flow through provisions.

Secondly, I am going to assume that you are an engineer in the US and will be providing consulting services to your client and that you are not selling widgets or building something.  If I am correct then you do not want to sign a standard "subcontractor" agreement.  You are a subconsultant, not a subcontractor.  It might seem like subtle semantics, but keep in mind that some subcontractor agreements interject Uniform Commercial Code (UCC) provisions which have nothing to do with professional services and can be detrimental to your for a variety of reasons.  This is particularly true if your subcontractor agreement also involves a purchase order.

If you are providing professional services, there are several key provisions you want in your contract.  First you want reasonable indemnification, not the broad form indemnity that they will want to stick on you.  Second, you want a limitation on your liability.  Some states do not allow limitations on liability, but get it if you can.  Third is ownership of work product, documents or drawings.  There are lots of others but these are "biggies".

Attached is a booklet on contract review that you might find helpful.

Good luck and I commend you for reading the agreement and asking questions.  Many do not do so and live to regret.

• http://files.engineering.com/getfile.aspx?folder=9406e0d3-d333-4e4f-ad79-b8

Ron,
That document is great, did you write it?  I noticed the copyright notice, what constitues "authorized use"?

David  

David,
Thanks. Yes, I wrote it. Have been meaning to update it a bit, but haven't had time.  It seems like I learn something new about contracts every day, so not sure I could every complete it!

The copyright statement was put there in that way to satisfy unauthorized copy of an online course in which this was the text.

I just emailed a message to you regarding it.

Ron

thanks for the paper
yes I'm in the US and only providing consulting.  while there will be some on site time, the contract is more for phone/email questions

I've emailed back with questions about referenacing the master without providing me with the master.

there is a few weeks before the onsite trip is needed so hopefully the company will work with me on this, especially since they sought me :)

byrdj...consulting is consulting, whether on-site, by phone, email or any other conveyance.  Your professional liability is the same either way.

If they squawk about your review of the contract, tell them that you will give their project the same scrutiny you give your contracts and that your goal is to fairly and equitably protect both of you.  It shows that you pay attention to details, which should be a plus for them.  Explain to them that you are not asking for any great concessions, you just want each of you to be responsible for your respective positions.  You are not trying to disclaim negligence (you can't do that anyway!) and that you are fully prepared to take responsibility for your actions, but that you can't take responsibility for the actions of others.

Where's Module 2?

Mike McCann
MMC Engineering
Motto:  KISS
Motivation:  Don't ask

Mike...that's right after the revisions to Module 1!!

Unless you enjoy looking like a Smurf, don't hold your breath!