                  partners agreed to fully indemnify Edge against any and all future claims
                  brought by Roche or his company.
                              Less than a year later, Roche filed suit in California state
                  court against Edge claiming that it intentionally and negligently
                  interfered with Roche's business dealings and prospective profits, with
                  alleged damages in the billion-dollar range. Following several years of
                  litigation, Edge and Roche reached a $550,000 settlement.
                              A year later, Edge brought an indemnification suit in Nevada
                  against Halpern to recover the amount of the settlement paid to Roche
                  Group, as well as the attorney fees and costs incurred in litigating the
                  matter. Throughout the course of litigation in the district court, Halpern
                  contended that the indemnity clause in the settlement agreement was not
                  meant to indemnify against Edge's negligence. Following protracted
                  discovery and litigation, the district court granted summary judgment in
                  favor of Edge on the issues of Halpern's duty to indemnify Edge and its
                  liability to Edge for the full amount of the settlement. At the subsequent
                  trial solely on the issue of attorney fees, the district court found Halpern
                  jointly and severally liable to Edge for almost $1.9 million that it had
                  expended in defending itself in the Roche action. Following entry of the
                  district court's judgment, Edge successfully moved for, and was awarded,
                  attorney fees, costs, and interest accrued following the rejection of its offer
                  of judgment. Halpern now appeals from the district court's orders.
                              The primary issue on appeal is whether the district court
                  erred in determining that the indemnity provision in the settlement
                  agreement required Halpern to indemnify Edge against the Roche action
                  and therefore entitled Edge to summary judgment on the issue of liability.
                  As the parties are familiar with the facts, we do not recount them further
                  except as necessary to our disposition.
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                  The district court erred in granting Edge summary judgment
                              The district court granted summary judgment as to the issue
                  of Halpern's liability under the indemnity provision in the parties'
                  settlement agreement. It determined that, under the terms of the
                  provision, Halpern owed Edge indemnification for sums it expended in
                  defending the Roche action.
                              Halpern argues that the district court erred when it
                  determined that Halpern owed Edge indemnity for the amount paid in
                  litigating and settling the Roche action. Specifically, Halpern argues that
                  because the provision did not expressly indemnify Edge for its own
                  negligence, the indemnification provision is inapplicable in this case
                  because Edge was sued for its own wrongdoing. Edge maintains that the
                  indemnification provision and the intent of the parties in entering into
                  this agreement specifically contemplated the type of claims that Roche
                  brought.
                        Standard of review
                              We review de novo an order granting summary judgment.
                  Wood v. Safeway, Inc., 121 Nev. 724, 729, 121 P.3d 1026, 1029 (2005).
                  "Summary judgment is appropriate under NRCP 56 when the pleadings,
                  depositions, answers to interrogatories, admissions, and affidavits, if any,
                  that are properly before the court demonstrate that no genuine issue of
                  material fact exists, and the moving party is entitled to judgment as a
                  matter of law." Id. at 731, 121 P.3d at 1031. Thus, summary judgment in
                  a contract action "is appropriate when a contract is clear and
                  unambiguous, meaning that the contract is not reasonably susceptible to
                  more than one interpretation." University of Nevada, Reno v. Stacey, 116
                  Nev. 428, 431, 997 P.2d 812, 814 (2000). Because the interpretation of an
                  unambiguous contract is a question of law, Anvui, LLC v. G.L. Dragon,
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                LLC, 123 Nev. 212, 215, 163 P.3d 405, 407 (2007), it may appropriately be
                determined on summary judgment.
                            Generally, "when a contract is clear on its face, it will be
                construed from the written language and enforced as written." Canfora v.
                Coast Hotels & Casinos, Inc., 121 Nev. 771, 776, 121 P.3d 599, 603 (2005)
                (internal quotations omitted). We have stated that "indemnification
                'provisions are strictly construed and will not be held to provide
                indemnification unless it is so stated in clear and unequivocal terms."
                George L. Brown Ins. v. Star Ins. Co., 126 Nev. „ 237 P.3d 92, 97
                (2010) (quoting GKN Co. v. Starnes Trucking, Inc., 798 N.E.2d 548, 552
                (Ind. Ct. App. 2003)).
                      Contractual indemnity
                            Generally, "an indemnitor's duty to defend an
                indemnitee . . . does not include defending against claims arising
                from. . . the indemnitee's own negligence." Reyburn Lawn v. Plaster
                Development Co., 127 Nev.         255 P.3d 268, 278 (2011). However,
                courts have begun to allow for this type of indemnification only if it is
                expressly stated in the indemnification agreement. United States v.
                Seckinger, 397 U.S. 203, 211-12 (1970); accord Reyburn Lawn, 127 Nev. at
                ,255 P.3d at 275; Brown, 126 Nev. at , 237 P.3d at 97.
                            In our most recent decisions dealing with indemnity
                provisions, we concluded that "indemnification for any form of the
                indemnitee's own negligence must be explicitly and unequivocally
                expressed in the contract." Reyburn, 127 Nev. at , 255 P.3d at 275; see


                      'Edge contends that if this court determines that Brown and
                Reyburn apply, Reyburn should not be retroactively applied to this case.
                Although the district court was able to consider the merits of Brown before
                granting Edge its motion for summary judgment, Reyburn was decided
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                     also Brown, 126 Nev. at      , 237 P.3d at 97. In Brown, George L. Brown
                     Insurance agreed to indemnify Star against "any and all damages." 126
                     Nev. at , 237 P.3d at 94. In Reyburn, the parties had a similar
                     provision in their contract, except that the provision specifically stated
                     that Reyburn, the subcontractor, would indemnify Plaster, the contractor,
                     against any and all claims except those which arose from Plaster's "sole
                     negligence or sole willful misconduct." 127 Nev. at , 255 P.3d at 272.
                                 Revburn extended the rule provided in Brown that parties
                     may indemnify one another for a party's negligence, but such intent must
                     be expressly stated and clear from the face of the document. 127 Nev. at
                        , 255 P.3d at 275. Reyburn stated that "indemnification for any form of
                     the indemnitee's own negligence must be explicitly and unequivocally
                     expressed in the contract." Id. Further, pursuant to Reyburn, even the
                     intent to indemnify against negligence must be expressly stated in the
                     indemnity provision, and a general statement to indemnify against "any
                     and all" claims is not enough. Id. Our positions in Reyburn and Brown
                     are similarly applicable to the indemnity provision in this case.

                     ...continued
                     while the instant appeal was pending before this court. We may apply a
                     case retroactively but we must "weigh the merits and demerits in each
                     case by looking to the prior history of the rule in question, its purpose and
                     effect, and whether retrospective operation will further or retard its
                     operation." Breithaupt v. USAA Property and Casualty, 110 Nev. 31, 35,
                     867 P.2d 402, 405 (1994) (quoting Chevron Oil Co. v. Huson, 404 U.S. 97,
                     106-07 (1971)). Reyburn simply extended the holding in Brown and acts
                     as a clarification and an extension of a previous decision. Therefore, its
                     application would further the application of the rule originally set forth in
                     Brown and would not inequitably affect Edge's claims. Additionally,
                     because the instant matter was pending in this court when Reyburn was
                     decided, Reyburn applies. 21 C.J.S. Courts § 204 (2006) ("A court decision
                     generally applies retrospectively to cases pending on direct review.").

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             ,
                            Here, the indemnity provision requires Halpern to indemnify
                Edge "against any and all claims, . . . arising from any claims made by
                Jeffers Mangels Butler & Marmarro LLP, Alec Glasser, Brian Roche, [and]
                Roche Group LLC." Halpern relies on Brown and Reyburn to argue that
                this indemnity provision is not sufficiently explicit to provide
                indemnification for Edge's negligence. Halpern contends that the
                indemnity provision in its settlement agreement with Edge is of the same
                broad and general nature as the provisions that this court concluded, in
                Brown and Revburn, were insufficient without an explicit statement of
                intent to indemnify an indemnitee against its own negligence. We agree
                and conclude that the indemnity provision here does not explicitly state
                Halpern's intent to indemnify Edge for its own wrongdoing.
                            The language of the indemnity provision fails to explicitly and
                unequivocally state that Halpern would indemnify Edge for its intentional
                or negligent wrongdoing.        Because we are required to interpret
                unambiguous indemnity provisions strictly, Brown, 126 Nev. at           , 237
                P.3d at 97, and by giving them their plain meaning, Canfora, 121 Nev. at
                776, 121 P.3d at 603, we conclude that the indemnity provision in this case
                fails to satisfy our pronouncements in Reyburn and Brown. Although, as
                Edge notes, the provision in this case listed the specific parties that could
                foreseeably bring claims, no mention was made of the types of claims that
                would be subject to indemnification. Furthermore, we are required to
                ascertain the intent to indemnify from the four corners of the document,
                and no such intent is clear. See Reyburn, 127 Nev. at , 255 P.3d at 274.
                We therefore




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               ORDER the judgment of the district court REVERSED AND
REMAND this matter to the district court for proceedings consistent with
this order. 2, 3



                                                              , C.J.


                                                                 J.


                                                                 J.


                                                                 J.


                                                                 J.


                                                                 J.
                                  Saitta




       2 Becausewe reverse the district court's order granting summary
judgment, we must necessarily reverse the district court's award of
attorney fees paid in litigating and settling the Roche action, as well as
the attorney fees, costs, and interest awarded pursuant to the offer of
judgment rule. See Western Tech. v. All-Am. Golf Ctr., 122 Nev. 869, 876,
139 P.3d 858, 862 (2006) (vacating attorney fees award where damages
award was reversed and remanded for recalculation). Furthermore, as a
result of our reversal of the district court's order granting summary
judgment, we need not address Halpern's remaining issues on appeal.

       3 The
           Honorable Ron D. Parraguirre, Justice, voluntarily recused
himself from participation in the decision of this matter.



                                    7
                cc:   Hon. Elissa F. Cadish, District Judge
                      Nathaniel J. Reed, Settlement Judge
                      Kemp, Jones & Coulthard, LLP
                      The Law Offices of Paras B. Barnett, PLLC
                      William R. Fried
                      Gordon & Rees, LLP
                      Tim Bates, Esq.
                      Eighth District Court Clerk




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