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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Thursday, November 14, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will discuss the interplay between several critical terms in supply chain agreements: indemnification, consequential damage disclaimers, force majeure, termination, and warranty provisions. Our panel will discuss practical guidance for structuring these terms and best practices as disputes arise during the current economic climate.

Faculty

Nicholas J. Ellis
Partner
Foley & Lardner LLP

Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.

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Jeffrey A. Soble
Partner
Foley & Lardner LLP

Mr. Soble’s practice focuses on product liability, commercial disputes between businesses, class action defense, post-transaction disputes, construction losses, and general contract and tort law. He is experienced in supply chain management and contract enforcement, in particular with limited or sole-source suppliers and just-in-time suppliers. He has further experience in the litigation of insurance coverage claims. He is a member of the Firm's Business Litigation & Dispute Resolution Practice and former co-chair of the Automotive Industry Team. 

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Description

Like all contracts, supply chain agreements devote considerable planning to address and allocate the risks of disruption and nonperformance. Supply chain disruptions have persisted, resulting from geopolitical tensions, rising fuel and energy costs, labor shortages, and other factors. Buyers and sellers must adjust and implement protections in the wake of global disruptions from tariffs, trade wars, and inflation.

High priority consideration for practitioners is the interplay between various terms intended to mitigate/transfer risk in the transaction through warranty terms, damages disclaimers, and limitations on liability. In addition, counsel must carefully craft indemnity provisions to fend off claims from third parties.

Other critical terms include termination rights and force majeure clauses, which should consider the realities of the particular supply and distribution channels. Key considerations include sole-sourced exclusive supply agreements, the geographic location of suppliers, time to ramp up an alternate supplier, and potential events outside the parties' control.

Listen as our expert panel provides critical insight on how to avoid pitfalls in crafting and implementing these essential terms for clients. The panel of attorneys brings a wealth of experience in structuring and negotiating supply agreements.

Outline

  1. Critical commercial terms in supply chain agreements
  2. Risk mitigation provisions
    1. Consequential damages disclaimers
    2. Indemnification
    3. Force majeure
    4. Termination
    5. Warranties
  3. Interplay between terms
  4. Practical considerations

Benefits

The panel will review these and other relevant issues:

  • How can consequential damage disclaimers impact other terms of the supply chain agreement?
  • How does whether the client is buying or selling change the analysis of carveouts to consequential damage disclaimers?
  • What is the role of the indemnification provision, and how does it differ from the warranty?
  • How can transaction counsel maximize the value of warranty provisions for buyers and sellers?
  • What are the perspectives from the buy side and sell side to approaching negotiations and critical language to include in the force majeure provision?
  • What are the special considerations in the current economic climate to evaluate supply chain agreements?