looking to accept a new contract to work on a software development project, but I'm concerned about this Indemnification Clause:
“Contractor agrees to indemnify, defend, and hold harmless Company from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with a third party claim, action, or proceeding, based directly or indirectly on any breach of its warranties contained herein or arising from or relation to its performance under this agreement.”
My Employer said that this means:
“ In the event of a lawsuit resulting from the creation or implementation of this project, that you would be on the side of Company — that you would not blame Company if anything went wrong..."
But From what I can tell, I’m not sure if this is really the case, the clause seems to say that I need to pay for any claims damages losses liabilities cost and expenses including attorney fees that come from our any connection to third party claims actions or proceedings, potentially past the amount I'm being paid for. Moreover, this seems to indicate that I will have unlimited liability as, while there is a termination clause, there is no limit of liability clause.
So to wrap up, which interpretation of the clause is more accurate to the meaning of the clause? And If it matches up with my interpretation and concerns for unlimited liability, how can I alter it to better protect myself and to make it more fair?
