What Does “Defend” Mean in a Contract?
An obligation to provide legal defense (hiring lawyers, paying legal fees) against specified claims.
Detailed Explanation
"Defend" in a contract means more than just paying damages - it means actively providing legal defense. When you agree to "defend" against claims, you're agreeing to hire lawyers, manage the litigation, and pay legal fees, not just the final judgment.
The duty to defend often arises before it's clear whether the claim has merit. If a claim falls within the scope of your defense obligation, you typically must provide defense immediately, regardless of whether the claim ultimately succeeds.
Example in a Contract
“Vendor shall defend Customer against any third-party claim alleging that the Software infringes a valid patent or copyright, provided Customer promptly notifies Vendor of the claim and grants Vendor control of the defense.”
Why It Matters
Defense obligations can be expensive - legal fees often exceed the actual damages. If you agree to "defend," budget for legal costs, not just potential judgments.
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