Legal Question in Business Law in Massachusetts

Please translate this into layman's terms:

Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.


Asked on 3/29/11, 10:24 am

2 Answers from Attorneys
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I need to inform you of the following. LawGuru is a forum for answering simple, legal questions. It is not for providing a dissertation on an indemnification provision. If you want a layman's explanation, consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 3/29/11, 12:09 pm
Christopher Vaughn-Martel Charles River Law Partners, LLC

I agree with Attorney Murphy that this is not the best forum for seeking individual legal advice about a particular contract's provisions. The language you have selected is presumably from a contract of some kind, and is referred to as an "indemnification clause". If you do not entirely understand what you are signing, or how it may affect your rights and opportunities, consult with an attorney in person.

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Answered on 3/30/11, 7:28 am


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