N.Y. Gen. Oblig. Law § 5-1704

§ 5-1704. Provisions prohibited in transfer agreement. No transfer\nagreement or other document or agreement executed in association with\nthe transfer shall contain any provision described in this section. To\nthe extent that a prohibited provision is included in a transfer\nagreement such provision shall be void and unenforceable. A prohibited\nprovision is:\n (a) any provision that waives the payee's right to sue under any law,\nor where the payee agrees not to sue, or which waives jurisdiction or\nstanding to sue under the transfer agreement;\n (b) any provision that requires the payee to indemnify and hold\nharmless the transferee, or to pay the transferee's costs of defense, in\nany claim or action brought by the payee on or the payee's behalf\ncontesting the transfer for any reason;\n (c) any provision that requires the payee to pay the transferee's\nattorney's fees or costs if the transfer contemplated by the transfer\nagreement is not completed; and\n (d) any provision that requires the payee to pay any tax liability\narising under federal tax laws, other than the seller's own tax\nliability, if any, that results from the transfer.\n