copyright contract-law internet indemnity
If I&#39;m making website for friend for free, should I have him sign something saying he will only provide me with material he owns to put on website?
<p>I would like to help my friend build a website for free. The only concern is have is, if he provides me with copyrighted material that I add to the website, would I be liable? What kind of contract could I have him agree to, for example is this where indemnification comes in? </p>

<p>Since no money is being exchanged, most of the standard templates wouldn't work. </p>

<p>More of a meta question, I know contracts don't require a signature. Would a simple text message saying something like "only give me pictures/photos/music that you yourself made, ok?" and getting "ok" for a reply be enough? </p>

<blockquote>
  <p>if he provides me with copyrighted material that I add to the website, would I be liable?</p>
</blockquote>

<p>No. Instead, your friend would be liable both <em>directly</em> and <em>vicariously</em>. Direct liability would arise from the fact that your friend himself sends to you the contents he wants in the website. Vicarious liability stems from you making the website on behalf of your friend, with you doing so pursuant to his directions or specs (in other words, to the extent that he is <em>in control</em> of the work you do for him).</p>

<p>Although you did not specify your jurisdiction, <a href="https://www.leagle.com/decision/20051458545kus91311448" rel="nofollow noreferrer"><em>Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd.</em>, 545 US 913, 930 (2005)</a> or a similar holding from other jurisdictions seems applicable in the situation you describe:</p>

<blockquote>
  <p>One infringes contributorily by intentionally inducing or encouraging direct infringement [...], and infringes vicariously by profiting from direct infringement while declining to exercise a right to stop or limit it [...].</p>
</blockquote>

<p>(citations omitted)</p>

<p>Requiring from your friend a clear and conspicuous attestation [that his material does not infringe copyright] as a condition for making the website for him disproves an allegation that you contributorily infringed copyright. That is because your requirement is precisely the contrary of [you] inducing or encouraging infringement.</p>

<p>Likewise, the fact that you would make the website for free precludes allegations in the sense of you profiting from the website.</p>

<blockquote>
  <p>What kind of contract could I have him agree to, for example is this where indemnification comes in?</p>
</blockquote>

<p>For evidentiary purposes, the attestation and/or agreement should be <em>in writing</em>, and reflect one way or another your friend's awareness of the terms as well as his intent to comply therewith. Typically the parties' signature proves the contract law elements of <em>awareness</em> and recognition as <em>legally binding</em>.</p>

<p>The agreement should reflect that:</p>

<p>(1) your friend represents that the contents he furnishes to you do not infringe copyright;</p>

<p>(2) you hold no interests (commercial or otherwise) in the product you will implement for free, and you do this only for the benefit of your friend; and</p>

<p>(3) in the event that any claims of copyright arise, your friend will fully respond to the claim(s) and the ensuing judicial or quasi-judicial proceedings, release you of any liability, and hold you harmless.</p>

<blockquote>
  <p>Since no money is being exchanged, most of the standard templates wouldn't work.</p>
</blockquote>

<p>One should never seek to adapt his particular situation or needs to a generic or standard template.</p>

<p>At most, templates should only be glanced at to assess whether one should incorporate some useful or important item in the agreement or contract the parties intend to enter. </p>

<p>The fact that no compensation, consideration, or promise thereof is exchanged makes no difference in this regard.</p>

<blockquote>
  <p>Would a simple text message saying something like "only give me pictures/photos/music that you yourself made, ok?" and getting "ok" for a reply be enough?</p>
</blockquote>

<p>That would suffice <em>only if</em> you are able to prove that it was your friend, not someone else, who confirmed his authorship of the contents submitted.</p>

<p>In most cases it is preferable to sign an agreement that clearly addresses the issues that could go wrong, including the risk that your friend might falsely allege that he ended up compensating you for the website.</p>

<blockquote>
  <p>The only concern is have is, if he provides me with copyrighted material that I add to the website, would I be liable? </p>
</blockquote>

<p>Yes.</p>

<blockquote>
  <p>What kind of contract could I have him agree to, for example is this where indemnification comes in?</p>
</blockquote>

<p>Yes, they can indemnify you. <strong>But</strong> you would have to sue your friend to enforce this if you get sued and if they go bankrupt you are left carrying the can.</p>

<p>You should be looking into professional indemnity insurance to cover this risk - your friend can pay the premiums.</p>

<blockquote>
  <p>Since no money is being exchanged, most of the standard templates wouldn't work.</p>
</blockquote>

<p>So charge him $1 - then you have a contract. BTW you don’t actually have to collect the $1.</p>

<p>Of course, his indemnifying you in exchange for you preparing his website is probably enough consideration on both sides to form a contract anyway without exchange of money.</p>

<blockquote>
  <p>More of a meta question, I know contracts don't require a signature. Would a simple text message saying something like "only give me pictures/photos/music that you yourself made, ok?" and getting "ok" for a reply be enough?</p>
</blockquote>

<p>Not really. You have to protect yourself - if your friend lies, you are still liable. You can do google image searches and record that you did - this will give you some comfort that the images are unique.</p>
