Employment Indemnification Clause Explained

Summary

The indemnification clause in your employment agreement states that the company will protect you from legal claims or damages related to your work, as allowed by its charter, by-laws, and law. If you were never presented with a separate indemnification agreement, the company might not cover your legal expenses. In Massachusetts, general laws provide some protection, but it is typically the employers responsibility to provide the separate indemnification agreement. Consult a local labor attorney to understand your rights and obligations better.

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(h) Indemnification. The Company will indemnify you to the extent permitted by its charter and by-laws and by applicable law, as set forth in the Company's charter, by-laws and a separate indemnification agreement (provided that you execute such agreement). In connection with the foregoing, you will be covered under any liability insurance policy that protects other officers or directors of the Company
This clause states that:
- The company will protect you from legal claims or damages related to your work, as allowed by its charter, by-laws, and law.
- You'll be covered by the company's liability insurance that also covers other officers or directors.
- This is subject to your signing a separate indemnification agreement.
What if I was never presented a separate indemnification agreement
If you were never presented a separate indemnification agreement, you may not be indemnified by the company. However, this depends on the specific laws in your location. Can you please tell me where you are located?
Massachusetts
In Massachusetts, if you haven't signed an indemnification agreement, the company might not cover your legal expenses. But, general laws do provide some protection. You should consult a labor attorney for detailed advice.
Isn't it the employers responsibility to present the indemnification agreement when they have an indemnification clause in the contract
Generally, yes. If the indemnification clause in your contract refers to a separate indemnification agreement, it is typically the employer's responsibility to provide it. Always consult with a local attorney to confirm this based on your exact situation.
So if providing the separate agreement of indemnification is the employers responsibility and they did not provide it then one could expect they will cover the employee's legal expenses
The expectation that the employer will cover legal expenses without a signed indemnification agreement may not be accurate. Specific laws in Massachusetts dictate this. Consult a local labor attorney to understand your rights and obligations better.