SA Translate this Liability Clause?

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MikeyG

Member
12 March 2021
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Hi,
Can anybody out there translate this impenetrable liability clause from an employment contract into meaningful English for me?

LIABILITY
The Contractor must at all times indemnify and hold harmless [Company], its Affiliates and their respective officers, employees and agents (“those indemnified”) from and against any claim, action, damage, loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising directly or indirectly from a breach by the Contractor of its obligations under this Agreement, any wilful, unlawful or negligent act or omission of the Contractor, any infringement of third party Intellectual Property Rights, or the provision of Services generally.

<Squint>
Does this mean that if the contractor does something bad, the contractor can't sue the company?
Or is it that if someone else sues the company because of something the contractor does bad, the contractor will get sued instead?

Why are the terms "any infringement of third party IP rights" so broad? This reads as if the contractor could get sued for anybody's infringement or provisions of services, not just the contractor's, from this broad wording?

This makes my eyes water.
Thanks for your help!