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This is a mail that we received from our legal office concerning the
liability of contractors.
In general there is not a significant difference with what has been
specified for Digital employees.
Here, however, the situation should be verified with the contractor's
agency, in order to check what the contract states.
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Contractor liability, and to a lesser extent the liability of
the individual contractor employees, would most directly
depend on the relevant terms of the contract between Digital
and the Contractor for the services.
While a contractor employee would not be treated in all
respects the same way as a Digital employee when it comes to
liability and Year 2000 issues, the personal risk or potential
personal liability of either a Contractor employee or a
Digital employee working on Year 2000 projects would be very
low.
Provided the Digital employee was working in the best interest
of Digital (i.e., no sabotage, misconduct, or illegal
activity, etc.), Digital will indemnify the employee in the
extremely unlikely event a third party were to sue the
employee for his or her Year 2000 work.
However, Digital's By-Laws do not provide for such
indemnification of contract workers. The contractor's
personal liability would largely depend on his or her contract
of employment with the Contractor employer and the
Contractor's contract with Digital. If there were a breach of
contract or an egregious failure to perform by the contractor
employee, Digital would seek recourse against the Contractor,
who would be the party with which Digital contracted. Any
consequential liability the employee might have would be
liability to his or her employer.
Of course Digital always has the ability to go after an
individual contractor employee for such things as theft of
assets or Digital's intellectual property, criminal acts
injuring Digital, sabotage, etc.
I think the Contractor employee should seek counsel from his
employee regarding potential personal liability arising out of
work being done by the employee. I don't think putting his
name on the work done adds any greater risk, and Digital's
requiring a record of who analyzed a particular product or
module is a legitimate business requirement.
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