General indemnification clause

konamiuss

New Member
Jurisdiction
Maryland
Is this strictly referring to financial matters, or would I really have to hold that they had done nothing wrong and defend them no matter what they did? I cannot sign this in good conscience if it literally means what it says.

"20. INDEMNIFICATION. By agreeing to the terms of this Agreement, users of the Site agree to indemnify, defend and hold harmless WriterAccess, its directors, officers, employees, agents, investors, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as "WriterAccess and Affiliates") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by WriterAccess and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Site, or (ii) use of the Site by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. WriterAccess and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of WriterAccess. Users further agree to hold harmless WriterAccess and Affiliates from any claim arising from a third party's use of information or materials of any kind that users post to the Site."
 
Is this strictly referring to financial matters, or would I really have to hold that they had done nothing wrong and defend them no matter what they did? I cannot sign this in good conscience if it literally means what it says.

"20. INDEMNIFICATION. By agreeing to the terms of this Agreement, users of the Site agree to indemnify, defend and hold harmless WriterAccess, its directors, officers, employees, agents, investors, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as "WriterAccess and Affiliates") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by WriterAccess and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Site, or (ii) use of the Site by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. WriterAccess and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of WriterAccess. Users further agree to hold harmless WriterAccess and Affiliates from any claim arising from a third party's use of information or materials of any kind that users post to the Site."

This could impact your business negatively.
You don't want to take the advice of anonymous strangers when your family's livelihood could be harmed, do you?

Your common sense is spot on, but before you decide, consult with YOUR lawyer.
 
Back
Top