IANAL. Fortunately, one of the engineers on the open source team is a
lawyer, so I'll have him take a look at this. Please note, though,
that Google can't provide you with legal advice - if you are truly
concerned about accepting this agreement, your best bet is to obtain
legal counsel to review it.
Program Manager - Open Source
I blog here:
From our Senior Engi-Laywer:
To clarify, the indemnity clause states that we *can* (not necessarily
*will*) collect from you what someone collects from us because of
something you did during the summer of code.
This is fairly typical. In reality, what generally happens is that if
we were sued because of something *you* did during the summer of code,
the suit would be transformed into a suit against you, instead of a
suit against us, and that would be the end of it. Sometimes this is
impossible, and in that case, we certainly don't want to be liable for
something you do, particularly since we have no control over your
actions (nor should we, since your allegiance is to the mentoring
organization, not Google).
Lastly, you say "and if I do something evil, Google can and perhaps
should sue me", which seems incongruous with your statement that you
have a problem with this indemnity, since this is exactly what the
agreement says. It only covers your activities related to the summer
As with all legal contracts, you are free to disagree and not sign
it. It does mean you would not be able to participate, and that
would certainly sadden us, but all the indemnity clause does is ensure
that liability for your acts lies with you, and not us.
i believe the original poster was worried that the indemnification
clause holds irrespective of the truth of the accusation or of the
If, as explained, someone sues google claiming "your student X sold
to Martians a copy of our code" and this goes to court, and hopefully
after an extenuating legal battles multiple judges agree that there
is no evidence of the existence of Martians, so X is completely
innocent, Google wins but the verdict does not indemnify google for
legal expenses - would you go back to student X or his mentor
asking them instead ?
A "YES WE CAN" answer does seem to suggest the intention to follow
that route, at least these days :)
Now, if the mentor agreement had something to clarify this type
of situations, perhaps people would feel better about it...
More from the Eng-i-Lawyer. Once again this is nothing like legal
advice in any way, shape or form.
> i believe the original poster was worried that the indemnification
> clause holds irrespective of the truth of the accusation or of the
> court's judgement.
> If, as explained, someone sues google claiming "your student X sold
> to Martians a copy of our code" and this goes to court, and hopefully
> after an extenuating legal battles multiple judges agree that there
> is no evidence of the existence of Martians, so X is completely
> innocent, Google wins but the verdict does not indemnify google for
> legal expenses - would you go back to student X or his mentor
> asking them instead ?
This represents a confused view of what would happen.
Your argument seems to be "but Google could get sued for something
ridiculous, i don't want to pay for this!", and the answer is "you'd
be paying anyway because they'd have to add you to the suit".
If someone sued google claiming "your student X sold to Martians a
copy of our code", Google would say "then you need to sue student X,
see our indemnity clause", and X would have to be added to the suit
(see "Required joinder").
In addition, though the other side would fight it tooth and nail, it
is likely that Google would simply be dropped from the suit (or at
least, have very minimal interaction in the lawsuit), and it would
just be pretty much a suit between X and whoever was originally suing
> A "YES WE CAN" answer does seem to suggest the intention to follow
> that route, at least these days :)
Just because you can do something doesn't mean you will.
In any case as your hypothetical says, the claims were completely
ridiculous, you (and Google) would likely be awarded attorney's fees
and costs (some statutes don't allow for this, so it depends on the
exact claims). In a case like this, even if attorney's fees were not
awarded, it is unlikely Google would ask you for costs.
If the claims had merit, but you still won, you likely wouldn't get
attorney's fees. However, if the claims had merit, and Google had to
defend you, why shouldn't Google get its money back for something you
One final note folks, I don't want this thread to turn into a long
legal discussion. The real answer here is for those who may be
uncomfortable executing the agreement to have it reviewed by their own
counsel and determine whether or not they feel it is appropriate to
We've had hundreds of projects and thousands of mentors participate
and a lawsuit has never happenned, so while I respect your desire to
best understand what you're signing, you can either trust us and the
great track record we have with the program or get your own lawyer.
I might point out that the agreement with the student makes this super
clear that they certify that they have the right to release any ip
they might release to the project, but expecting Google to indemnify
175 projects and 1000+ mentors from thier own bad acts is not going to
That also said: This is why we donate 200k/year to the software
freedom law center. If you are sued, you'll need a lawyer to help out,
and if we're a co-defendent, we'll end up paying anyhow.