Followup
Good question. I am the VP of Business Development, non-equity holder, and do not have authority to write checks. We owe the vendor around $20,000 for media that has been delivered and accepted. The invoices are 30-90 days past due (there are 3), and since my employer has been playing games with cash flow and not paying several bills, the vendor has threatened a lawsuit to both the company and myself. I've been told by a number of people that the contract will hold up and I am liable.
I did call a lawyer today, as well as consult a friend in the business who is also a lawyer. My friend suggested that I ask the company to sign a document that would indemnify me from any claims as well as agree to defend me and assume all liability in the case of a lawsuit. I thought this was a good idea and he helped me draft an agreement that my CEO then signed. The lawyer agreed with this strategy, but wanted a retainer of $600 to start the document. I'd rather not spend that money right now as I'm planning to leave the company, it's a sinking ship. My only other worry at this time is what happens if the company goes under. Does the agreement I created today hold any value?
I've pasted it below....
FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, XXXX (“XXXX”) agrees to indemnify, save harmless and release XXXX employee John Doe, and his successors and assigns (collectively “Employee”), from any claim, action, liability, loss, damage or suit (“Claim”), arising now or ever arising, whether now known or unknown, from the insertion order agreement between XXXX and Vendor, executed by Employee, with the intention that Employee shall have no personal liability whatsoever thereunder despite anything therein to the contrary. A copy of the insertion order agreement is attached hereto and made a part hereof.
In the event of any Claim, Employee shall provide XXXX reasonably timely written notice of same, and thereafter XXXX shall, at its sole cost and expense, defend, protect and save harmless Employee against any said Claim or any loss or liability thereunder.
In the further event XXXX shall fail to so defend and/or indemnify and save harmless Employee, then in such instance Employee shall have full right to defend, pay or settle said Claim on his own behalf without notice to XXXX and with full rights to recourse against XXXX for all fees, costs, expenses and payments made or agreed to be paid to discharge said claim. Upon default, XXXX further agrees to pay all reasonable attorney's fees incurred by Employee to enforce this agreement.
This agreement shall be limited to the Claim and unlimited as to duration.
This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.