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Yesterday, ex-Patriot Matt Walsh and the NFL reached an agreement that will encourage Walsh to fess up everything he knows about Spygate to the league. I generally prefer to write about sports more than things like "contractual indemnification" and "release law" because sports is much more interesting. But if you are interested in hearing what Walsh might say, this contract sheds a lot of light.

Walsh initially refused to talk to the NFL for fear of being sued. Generally speaking, an indemnification and release agreement like this will protect Walsh from liability and lawsuit because the NFL agrees not to sue him and assumes some of his legal risk. Greg Bishop of the New York Times asked me to comment on the terms of the agreement -- you can read his brief overview here.

Contracts like this are often about fear and paranoia. Each party wants to protect itself and not get tooled over by the other guy. To understand a contract and a contract negotiation, you have to understand the fears of each party.

Matt Walsh's Fear: Reports suggest that Walsh got fired because he was caught trying to secretly audiotape a conversation with VP of player personnel Scott Pioli. After the Spygate controversy over the Patriots videotaping defensive signals became public, Walsh in some way contacted the New York Times and ESPN claiming that he knew information but was afraid to reveal it. (Correction: Greg Bishop notes in the NYT's Fifth Down blog that they contacted Walsh in Hawaii).

This fear is understandable -- any time a regular person without vast resources gets sideways with a rich corporation or organization, they can easily get ruined financially. You don't want to get dragged into a congressional investigation or a crazy lawsuit. Even if you did nothing wrong at all and you speak only the truth, the lawyer fees alone could financially crush you and your family.

In their statement yesterday, the Patriots suggested that Walsh shouldn't have had any fear of coming forward with the information. The suggested he didn't need an indemnification agreement to, as they put it, "release him for the responsibility of his statements." That is what is called spin and PR -- it ignores the legitimate fears that Walsh has if he just says things truthfully, the way he sees it. Walsh is now working as a golf pro in Hawaii and certainly does not want to get dragged into an expensive legal battle.

The NFL's Fear: The NFL wants Walsh to talk, to get this situation behind them, but Walsh said he wouldn't talk without protection against lawsuits. The NFL can agree to indemnify him, but a legitimate fear of the NFL is that this could turn into very costly litigation and an embarrassing PR nightmare.

Matt Walsh's attorneys originally asked for an indemnification and release agreement that would have acted like a blank check -- no matter what crazy things came out of Matt Walsh's mouth, the NFL would have to pay for all of Walsh's legal fees and legal liabilities. The league would be unable to sue him for anything that he said, no matter how irresponsible they thought it was.

I can't think of another situation where an employer has been asked to pay all the legal liabilities and costs of someone who they were said to have fired. This would be especially crazy because they don't know exactly what evidence Walsh has in his possession or what he is going to say. If Walsh did something really nutty while employed with the Patriots, the NFL is afraid of having to pay all his legal liabilities for these nutty things.

The NFL also fears making themselves a huge litigation target. The league is already a good lawsuit target because it has lots of money, whereas Walsh is not an attractive lawsuit target because presumably he is not sitting on piles of money. If the league agrees to accept Walsh's liabilities (no matter how nutty), they are making themselves an even bigger litigation target.

Finally, even though some sort of indemnification and release agreement is a good thing for the NFL to do from a PR standpoint to get Walsh to talk, they don't want Walsh to blab on and on about this. The league doesn't want Spygate back on the news 24-7, nor do they want Walsh to make huge profits from his game of "I know something but I can't tell."

The contract between Walsh and the NFL is seven pages in length, and about five of them address the above fears in the ways described below.

1. What Happens to the Evidence: The first part of the contract talks about the evidence Walsh needs to provide to the NFL. Walsh's attorney is allowed to keep one copy of each thing that Walsh turns over to the league, but there is about a page of restrictions on what Walsh's attorney can and cannot do with that evidence.

Basically what this means is that the NFL can't just get all the evidence and then destroy it like they did the tapes that the Patriots already gave them, knowing that there are no more copies of the stuff out there. But while Walsh's attorney will keep copies, the extreme restrictions ensure that Walsh doesn't put stuff on the YouTubes or 60 Minutes now that he has contractual protection.

The paragraph about this subject is written with extreme paranoia and fear, but given that a Patriotgate videotape in the NFL's control already leaked to the media once, I think that fear is pretty well founded.

2. Walsh Talks: For Walsh to get complete indemnification and release protection, he has to tell the NFL everything he knows, in good faith and with the best of his knowledge. If he doesn't spill everything once and for all, he doesn't get protected by the agreement.

This eases the NFL's fear about another shoe dropping after they talk to Walsh. But Walsh doesn't need to fear that he will lose his entire indemnity if the NFL disputes his accounts of events -- he just has to spill to the best of his knowledge and with everything he knows on the subject.

3. Actual Indemnification and Release Language: The protection for Walsh is pretty broad as long as he does the things required of him in the agreement. Basically, he is protected against just about everything relating to Spygate, with one notable exception: losses related to videotaping.

If information comes out that Walsh did all sorts of videotaping that would potentially cause people to sue him, the NFL reserves the right to not cover any of those losses. In other words, the NFL will defend Walsh, but if any actual losses come from some crazy videotaping stuff Walsh did, the agreement makes it hard for plaintiff's lawyers to come after the NFL's deep pockets. The league can make the argument that if Walsh did any videotaping, it was outside the course and scope of his job.

Interestingly, as Mike Florio points out at PFT.com, the indemnity language protects Walsh from liabilities relating to "alleged audiotaping by Walsh of any of his superiors." This seems to reference the Pioli incident, and Florio wonders if this means that the audiotaping actually happened, as Walsh' attorney had previously denied the Patriots' version of the story. It makes me wonder if there are any other audiotapes out there.

There's also typical language that says that Walsh agrees to cooperate in the defense of any lawsuits against the NFL, even if he is not a party.

4. Reputation Repair: The NFL would prefer this whole thing to go away. Matt Walsh would prefer to get his life back, and repair his reputation after all sorts of stuff about him was given to the newspapers. So an entire paragraph of the contract is called "Commercial Advantage; Reputational Repair."

The NFL doesn't want Matt Walsh to receive a huge commercial benefit from being the blabbermouth while the NFL is footing the bill for any legal stuff that comes from this. The paragraph that addresses this says that for a five year period, if Walsh makes money from this situation and the NFL is making payments for indemnity, Walsh has to pay monies to an NFL charity up to the amount that the NFL paid on his behalf.

He also has to tell what he knows to the NFL first, before he can benefit commercially from this. The paragraph also says that nothing in the agreement stops the parties from making reasonable efforts to repair their reputations.

Overall Impression of the Agreement: At the end of the day, we get want we wanted in the first place. Matt Walsh has to dish everything he knows to the NFL. After he does that, he can dish everything thing he knows to everybody else. We won't likely be hearing audiotape or seeing videotape unless the NFL chooses to let us see it, or it comes out in a congressional hearing.

I know that there were people who believed that the NFL was dragging their heels on this because they didn't want Walsh to talk. I know that there were people who believe that either Walsh or the NFL were being unreasonable about their fears in reaching an agreement.

After seeing the agreement, it looks pretty reasonable and lawyered up. Neither party got exactly what they wanted originally, but both parties were able to address their biggest concerns about this arrangement. Contracts, like sports, are a battle of competing interests. But unlike the winners and losers in sports, the best contracts are the ones like this that are a bit of a win-win and a lose-lose.