the association. It might also cover the “successors and assigns” of each of them. “Successors and assigns” are the people or entities that acquire the assets or business of a person or company.

Another consideration is that there are often exclusions to the  words, protection is not usually limitless. Such exclusions typically include gross negligence and intentional misconduct. This means that if you do something that is seriously wrong either accidentally or on purpose, you may not be covered.


 contract. Those types of clauses are called “reciprocal” or “mutual” clauses, because they bind both parties.

Reciprocal clauses are more likely to appear in a contract in which both parties are undertaking a task, rather than one party simply accepting payment or agreeing not to take action. For example, in an agreement between a condominium association and an owner regarding making repairs to the building, each party would agree to indemnify each other with respect to the work performed by their respective contractors.

These clauses may also be limited by time period (i.e., the protections expire after two years from the date of signing   obligation to provide protection, or cap responsibility at the amount of insurance proceeds available. They may include notice requirements.

Read Before You Sign!

 they may seem like tedious boilerplate, they may expose  have insurance that would cover your responsibility to defend and hold harmless. So, investigate the extent of  

In sum, make sure you read and understand an  ensure you get as much protection as the other party will agree to, and to limit your obligation as much as possible, while ensuring that you have insurance coverage to protect against having to pay out of pocket to the extent reasonably  clause can have a big impact if things do not go according to plan.

As a party entering into a contract,  before signing exactly what you are agreeing to do when you agree to “defend, indemnify, and hold harmless.” 25

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