I own a software company, let's call it ABC, Inc..
The company Trolls, Inc., a patent troll, has recently sued a number of very large companies for the use of SSL (secure socket layer, also known as HTTPS). One of the companies they sued, let's call it Northern Airlines, had purchased a product from us, dealing with cryptography. They (erroneously) think that this product is somehow responsible for the lawsuit. But their ignorance on the technical aspect of the patent and lawsuit is beside the point.
Now, the law firm representing Northern Airlines sent us a letter saying two things:
1. We have determined that your product is responsible for the lawsuit. How are you planning to handle this lawsuit?
2. Please sign and return a letter indemnifying us and holding harmless from this lawsuit.
My question is: why should I sign such a letter? What are the benefits of me indemnifying them? They are claiming our product is responsible for their being sued, and they are clearly trying to unload their legal problems on us, a tiny software company.
So what do you think? Should I just refuse to indemnify them? Thanks in advance.
-- D.C. Dweller