When you license your technology to another firm they often want the license to include an IP warranty and some form of indemnity.
The IP Warranty states that you own the IP rights to this product. You are certifying that you developed this product or you have the legal right to license it.
The indemnity clause is the troublesome part of the license agreement. When you indemnify someone who licenses your technology you are agreeing to pay all their legal costs if they are sued over your IP.
Your attorney will always tell you to leave the indemnity clause out, while the other part will always want it in. Some form of compromise, that limits your financial exposure is usually the end result of this negotiation.
Finally, never ever ever ever sign an agreement that includes an indemnity clause without the express approval of your attorney!