contract-law legal-terms
In a contract what is the difference between indemnify and defend?
<p>In a contract what is the difference between indemnify and defend? I often see them used together though I believe there is a subtle difference. If party x is to indemnify party y then x can't sue y. But if y gets in trouble then x will pay for the lawyers to defend y and that's what "defend". Do I understand correctly or what is the difference? A simple example illustrating the difference between indemnify and defend would be appreciated. </p>

<p>Strictly speaking, if party <em>X</em> agrees to indemnify party <em>Y</em> for damage <em>Z</em>, then <em>X</em> is only agreeing to pay <em>Y</em> for realized damages <em>Z</em>.</p>

<p>Example: I agree to print something you wrote about about Acme.  In exchange, you agree to indemnify and defend me against any defamation claims by Acme.  Acme sues me for defamation.</p>

<ol>
<li><p>Since you agreed to <em>defend</em> me, you have to provide a legal defense against Acme's lawsuit.  If you didn't agree to indemnify me, and Acme wins a judgment, you wouldn't be obligated to pay the judgment.</p></li>
<li><p>If you only agreed to <em>indemnify</em> me, you could choose to let the lawsuit run its course without providing any legal defense.  Indemnification only requires you to pay any judgment Acme might win.</p></li>
</ol>
