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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, January 30, 2025

  • 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 guide business counsel in drafting and negotiating indemnification and hold harmless provisions in commercial contracts. The panel will discuss critical elements of indemnification agreements, including scope, exclusions, and cost allocation. The panel will review enforceability challenges, the interplay with insurance coverage, and strategies for avoiding common negotiation pitfalls.

Faculty

Joseph B. Allen
Member
Willcox & Savage, PC

Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private placement transactions (both as issuer’s counsel and as counsel to venture capital firms, family offices, and angel investors), corporate and LLC governance and reorganizations, joint venture transactions, and complex commercial transactions in the areas of software licensing, industrial equipment sales, and significant supply, reseller, and distribution agreements.

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William B. Tew
Member
Willcox & Savage, PC

Mr. Tew's practice focuses on middle-market mergers and acquisitions, corporate law and governance, and complex commercial transactions. He represents clients in a range of industries, including software and technology, manufacturing, media and healthcare. Mr. Tew has particular expertise in assisting international businesses develop and expand operations in the U.S.

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Description

Most contracts--sales agreements, professional services agreements, leases, lending agreements, software licenses, construction contracts, and M&A agreements--include indemnification and hold harmless provisions. These clauses have become ubiquitous in all industries and specialties. They allow parties to allocate risk and reduce liability exposure. Indemnification clauses must clearly outline the risks covered by the indemnity clause(s), exclusions from indemnity, and procedures for making an indemnification claim.

When negotiating and drafting indemnification and hold harmless clauses, counsel for contracting parties must anticipate and address potential statutory limitations as well as enforcement and procedural hurdles. Attorneys must also consider how insurance coverage will interplay with indemnification and hold harmless provisions, a step often overlooked. In addition, attorneys must consider fraud and abuse regulations in highly regulated industries such as the healthcare sector.

Listen as our authoritative panel of attorneys explains best practices for drafting and negotiating indemnification and hold harmless provisions in commercial contracts. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling indemnification with insurance coverage.

Outline

  1. Drafting indemnification and hold harmless provisions
    1. Statutory and common law limitations
    2. High priority provisions
    3. Exculpatory clauses
  2. Enforcing indemnification provisions
  3. Interplay with insurance coverage

Benefits

The panel will review these and other crucial issues:

  • What are statutory and common law indemnity parameters, and how can parties alter these obligations contractually?
  • How can business counsel best mitigate risk when drafting and negotiating indemnification and hold harmless provisions in various contracts?
  • How have the courts' varying interpretations of indemnification provisions impacted parties' ability to shift liability in contracts?
  • What enforceability challenges do parties commonly face when seeking to make an indemnification claim?