Supply Agreements: Structuring Defense, Indemnity, and Insurance Provisions
Mitigating and Allocating Risks Between Manufacturers, Suppliers, and End Sellers Under Shifting Trade Policy
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Monday, September 29, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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The CLE course will provide guidance to counsel for manufacturers, suppliers, and end sellers on drafting and negotiating provisions in supply agreements that effectively allocate and mitigate risk under uncertain trade conditions, focusing specifically on defense, indemnity, and insurance clauses.
Mr. Aviles is a shareholder in Anderson Kill's Washington, D.C. office. His practice concentrates on complex insurance recovery disputes on behalf of policyholders, including coverage matters arising from cross-border risks and international transactions. Mr. Aviles also counsels clients on risk management and insurance recovery strategy. He has helped clients secure millions in insurance coverage following high-stakes claims involving a wide variety of losses. Mr. Aviles represents commercial and governmental policyholders in all types of sophisticated insurance matters throughout all stages of the insurance process, from pre-purchase policy analysis and review through litigation and settlement of contested claims. He has briefed and handled claims involving trade credit, CGL, D&O, E&O, property, and cyber policies, among many others. Through mediations and arbitrations, including in international forums and trials, Mr. Aviles has assisted in the recovery of millions of dollars in insurance proceeds for clients.
Ms. Globus represents a myriad of participants in the financial industry, including hedge funds, banks, broker-dealers, family offices and high net worth investors both domestically and internationally. She provides legal advice related to the purchase and sale of debt in distressed companies under the LSTA, LMA and LATAM self-governance organizations, the purchase of corporate claims, private equity and asset backed purchases, and the structure and negotiation of other high yield investment vehicles.
Risk allocation and mitigation provisions are arguably the most important terms in supply agreements, yet the most challenging clauses to negotiate. Attorneys drafting defense, indemnity, and insurance provisions on behalf of manufacturers, suppliers, or end sellers must identify and evaluate all potential risks of the arrangement for their clients and clearly outline who will be responsible for any losses arising from such risks. International trade policy shifts and tariff uncertainty add additional complexity to the negotiation and drafting process.
Common risks of supply agreements that the parties should specifically address in the risk allocation provisions include a party's breach of representations, warranties, or covenants; IP infringement; negligence or willful misconduct; liability for design errors vs. manufacturing errors; failure to comply with federal or state laws and regulations; and risk allocation specific to trade policy and tariff volatility.
When negotiating and structuring defense, indemnity, and insurance clauses in supply agreements, counsel must understand and anticipate potential statutory and insurance claim limitations, as well as enforcement and procedural hurdles. Failure to do so may result in serious mistakes and unanticipated liabilities.
Listen as our expert panel of attorneys discusses best practices for structuring defense, indemnity, and insurance provisions in supply contracts.
I. Evaluating and drafting defense and indemnity provisions
II. Reconciling indemnity obligations and insurance policies
III. Potential enforcement and procedural hurdles
The panel will review these and other key issues:
- What specific risks should be addressed in the defense, indemnity and insurance provisions of supply agreements?
- How have the courts’ interpretations of indemnity provisions impacted parties’ ability to shift liability in supply agreements?
- How can parties use insurance provisions to meet defense and indemnity obligations?
- What are the most commonly disputed issues during supply contract negotiations and what are some effective strategies for resolving them?
