Legal Question in Civil Litigation in California
I would like to know what this paragraph in a contract mean;
"The Author at all times shall indemnify, defend (with counsel acceptable to the Company) and hold harmless the Company, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from and against any and all claims, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys� fees, arising out of or caused by any breach of any of the representations, warranties, undertakings, or agreements made by the Author hereunder."
2 Answers from Attorneys
Although you don't provide the full context of the language, most likely it means that, if you do something wrong and you and the company are sued by a third party, you'll pay for the company's attorney and its costs related to the lawsuit. You'd also be required to pay for losses, which could be lost time from work of people who have to attend depositions or trials, among other things. In addition, if there's a judgment or settlement, you would pay the portion of the settlement/judgment for which the company is liable.
You might want to have an attorney review it in full.
I agree with Mr. Cohen, with one important caveat. Where he wrote "if you do something wrong" I would say "if you are accused of doing something wrong". In other words, if somebody sues the other party for harm that you allegedly caused, you will have to defend and indemnify that party whether the allegations are true or not.
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