The Contract is under California state law
“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.”
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Can Someone (preferably A Lawyer) Please Explain What This Paragraph In A Contract Mean?
Posted on February 20, 2011.
If the company gets sued, and the suit has something to go with whatever the author has promised (such as a promise that the thing was an original work and not stolen), then the author will defend the company, and pay for their lawyer, and if the suit is successful the author will pay any judgment that is entered against the company.
Who is the author?
Because it’s making the author agree to take all the responsibility and liability in case of a breach.
If some company is trying to get you to sign a contract and make it so that they get to have a free pass to breach and not be liable for it, then that provision would be legally invalid and unenforceable because it would go against public policy. They could have an arbitration agreement though and that would be okay. But if they are trying to make the other party agree to not be allowed to sue if they do something wrong themself, that would be considered a one-sided contract and be unconscionable.
Or is the author the other party? Because if that’s the case, then it looks like they are making some sort of guarantee. But just because they are making a guarantee that they will take all responsibility, that doesn’t mean that if they do breach, that the aggrieved party can’t sue other proper defendants. It’s just that if they do, the “author” has agreed to indemnify (i.e. take the fall for them). Or at least for as much money they have. If damages are over what the author has for assets, they can’t cut off other proper defendants if they could be found jointly and severally liable.
EDIT: Or is this some agreement for purchasing some kind of down loadable commercial legal form? Like a commercial will on Legal Zoom or something? If that’s what this is, then they are just making a disclaimer. In that sort of context, they could probably do that because they are expressly saying “use this form at your own risk.” This would be okay because they would have no way of really knowing what you intend to use it for. But even then, if there is some negligent wording in there that a company should forsee could cause a real problem, they can’t just escape all liability that easily.
Without knowing what context this language comes from, nobody can really tell you what legal affect it has. And you should go see your own lawyer if you want to make sure you know your rights. Nobody on here owes you any type of fiduciary duty. Go see a lawyer if you want real legal advice.
It means that if someone sues the company in connection with whatever the author wrote, then the author will be liable.