In Crawford v. Weather Shield Mfg. Inc. (2008) 44 Cal.4th 541, the California Supreme Court recently addressed issues concerning the contractual duties to defend and indemnify in the noninsurance context. In that case, the Supreme Court explained parties to a contract "may define therein their duties toward one another in the event of a third party claim against one or both arising out of their relationship. Terms of this kind may require one party to indemnify the other, under specified circumstances, for moneys paid or expenses incurred by the latter as a result of such claims. They may also assign one party, pursuant to the contract's language, responsibility for the other's legal defense when a third party claim is made against the latter. As befits the contractual nature of such arrangements, but subject to public policy and established rules of contract interpretation, the parties have great freedom to allocate such responsibilities as they see fit. 'When the parties knowingly bargain for the protection at issue, the protection should be afforded.' Hence, they may agree that the promisor's indemnity and/or defense obligations will apply only if the promisor was negligent, or, conversely, even if the promisor was not negligent." (Id. at p. 551.) The Supreme Court further stated: "Though indemnity agreements resemble liability insurance policies, rules for interpreting the two classes of contracts do differ significantly. Ambiguities in a policy of insurance are construed against the insurer, who generally drafted the policy, and who has received premiums to provide the agreed protection. In noninsurance contexts, however, it is the indemnitee who may often have the superior bargaining power, and who may use this power unfairly to shift to another a disproportionate share of the financial consequences of its own legal fault. This public policy concern influences to some degree the manner in which noninsurance indemnity agreements are construed. For example, it has been said that if one seeks, in a noninsurance agreement, to be indemnified for his or her own active negligence, or regardless of the indemnitor's fault--protections beyond those afforded by the doctrines of implied or equitable indemnity--language on the point must be particularly clear and explicit, and will be construed strictly against the indemnitee." (Crawford, supra, 44 Cal.4th at p. 552.) The Supreme Court also addressed the application of Civil Code section 2778 7 in interpreting indemnity agreements: "Finally, Civil Code section 2778, unchanged since 1872, sets forth general rules for the interpretation of indemnity contracts, 'unless a contrary intention appears.' If not forbidden by other, more specific statutes, the obligations set forth in section 2778 thus are deemed included in every indemnity agreement unless the parties indicate otherwise. Several subdivisions of this statute touch specifically on the indemnitor's obligations with respect to the indemnitee's defense against third party claims. In this regard, the statute first provides that a promise of indemnity against claims, demands, or liability 'embraces the costs of defense against such claims, demands, or liability' insofar as such costs are incurred reasonably and in good faith. Second, the section specifies that the indemnitor 'is bound, on request of the indemnitee, to defend actions or proceedings brought against the indemnitee in respect to the matters embraced by the indemnity,' though the indemnitee may choose to conduct the defense. Third, the statute declares that if the indemnitor declines the indemnitee's tender of defense, 'a recovery against the indemnitee suffered by him in good faith, is conclusive in his favor against the indemnitor.' On the other hand, section 2778 provides, if the indemnitor got no reasonable notice of the action, or was not allowed to control the indemnitee's defense, recovery by the third party against the indemnitee is only presumptive evidence against the indemnitor." (Crawford, supra, 44 Cal.4th at p. 553.)