I didn't find Upwork's contract without signing up, but before Elance merged with oDesk to become Upwork they had pretty onerous terms in their services agreement⁰:
9.Indemnification Contractor will defend, indemnify, and hold harmless Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Client (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Contractor's breach of the terms of this Agreement.
I read that to mean that if a client I did work for is sued for IP infringement, even if no IP infringement occurs, I need to pay for the client's defense out of my own pocket.
Not a lawyer, but I think you're correct. I wouldn't sign this.
(iii) puts the burden on the client to prove that you breached the contract. So, that clause is reasonable even if it is burdensome.
For, (i) and (ii) the word "alleging" is problematic for me. Anyone can sue you alleging anything. Yes, you can recover court costs and lawyer fees if you win, but most patent trolls try to out-expense you and figure you'll settle at some point.
Either way, always do work and sign contracts as a legal entity, not an individual. Much better to lose your company than lose your house.
9.Indemnification Contractor will defend, indemnify, and hold harmless Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Client (i) alleging that any Work Product infringes upon any Intellectual Property Rights, (ii) alleging that any Work Product misappropriates any trade secrets, of any third party, or (iii) arising from Contractor's breach of the terms of this Agreement.
I read that to mean that if a client I did work for is sued for IP infringement, even if no IP infringement occurs, I need to pay for the client's defense out of my own pocket.
⓪ - https://www.elance.com/p/legal/independent-contractor-servic...