Indemnification language
NFL counsel Jeffrey Pash offered the following proposed indemnification to Matt Walsh and his attorney:
". . . This will confirm that, subject only to the limited conditions set forth below, neither the National Football League, nor the New England Patriots, nor any of their affiliates will initiate litigation or arbitration proceedings against Mr. Walsh for the truthful disclosure to Senator Specter or his staff or to the League of facts of which Mr. Walsh may have become aware while employed by the Patriots. This commitment extends to the disclosure of factual information that might otherwise be deemed confidential or a trade secret. In return, you have confirmed that Mr. Walsh will share with the League office the same information that he shares with the Senator or his staff, and that he will do so at about the same time that he speaks with the Senator and/or his staff.
"The commitment is conditioned upon Mr. Walsh's promptly returning to the League Office, after he has been interviewed by Senator Specter or his staff, any and all documents or other items that he may have taken improperly from the Patriots during the period of his employment there, or which are otherwise the property of the Patriots, and his confirming, in writing, that all such documents or items have been returned. If Mr. Walsh's disclosures are truthful, the commitment not to initiate litigation or arbitration proceedings referred to above shall extend to the improper removal of any items that are returned."
Walsh's attorney, Michael Levy, countered with the following language to protect his client:
"The National Football League and any and all of its affiliates (the "League"), on behalf of itself and the New England Patriots and any and all of its affiliates (the "Patriots"), agrees to indemnify, defend and hold Mr. Walsh harmless from and against all losses, liabilities, damages, costs, fines, expenses, deficiencies, taxes, and reasonable fees and expenses of counsel and agents, including but not limited to any costs incurred responding to any investigation, inquiry, or proceeding or in the course of enforcement of this agreement, which may be sustained by Mr. Walsh arising out of, related to or connected with, directly or indirectly, (i) the employment of Mr. Walsh by the Patriots and any actions undertaken by him in the course of his employment, (ii) the taking or retention by Mr. Walsh of any information, documents or other materials that may be deemed to belong to (or constitute or contain confidential information or trade secrets of) the League or the Patriots, or (iii) any disclosure by Mr. Walsh of any such information, documents or materials to any person or entity, including the alleged untruthfulness in that disclosure absent bad faith on the part of Mr. Walsh ("Claims"). The League and the Patriots also fully and finally release and forever discharge Mr. Walsh from any and all Claims that the League or the Patriots may now have, have ever had, or may have, whether known or unknown, suspected or unsuspected, related in any way to the matters described above. The League and the Patriots are aware that, under the law of certain jurisdictions, a release may not extend to certain claims that a person does not know or suspect exist at the time when the release is executed. To the greatest extent permissible, the League, on behalf of itself and the Patriots, expressly waives the benefit of those laws and acknowledges that it intends this release to extend to the full extent described. Neither the League nor the Patriots will institute, maintain, prosecute, or authorize to be commenced any action or other proceeding against Mr. Walsh either in law or equity based in whole or in part upon any of the foregoing."
