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About the Course
Introduction
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.
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.
Presented By
Mr. Ellis is a commercial litigator and supply chain attorney. His practice is focused on commercial contracting and disputes in manufacturing and supply chains. Mr. Ellis is a partner in the firm’s Commercial Litigation Practice and a member of the Automotive Industry Team. He 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. Mr. Ellis regularly litigates disputes in various arbitration forums, including the American Arbitration Association (AAA), the International Center for Dispute Resolution (ICDR), JAMS, and the Swiss Chambers’ Arbitration Institution (SCAI). In addition to his work as a litigator, he also routinely counsels clients on a variety of commercial contract issues, including pricing and stop shipment disputes, the Uniform Commercial Code (UCC), and warranty claims.
Mr. Soble’s practice focuses on commercial disputes between businesses, Product Liability, insurance broker errors and omissions claims, 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. Mr. Soble has further experience in the litigation of insurance coverage claims. He is a member of the firm’s Commercial Litigation Practice and former co-chair of the Automotive Industry Team. He is a member of the American Arbitration Association’s Roster of Neutrals. Mr. Soble was the co-editor of Foley’s former Automotive team blog, Dashboard Insights, which was named to the ABA Journal’s Blawg 100 in 2016. He is a member of Foley’s Manufacturing Sector Advisory Board and a co-editor of the Manufacturing Industry Advisor, Foley’s blog dedicated to the new industrial revolution.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, November 11, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Critical commercial terms in supply chain agreements
II. Risk mitigation provisions
A. Consequential damages disclaimers
B. Indemnification
C. Force majeure
D. Termination
E. Warranties
III. Interplay between terms
IV. Practical considerations
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?
Related Courses
Supply Chain Agreements: Consequential Damage Disclaimers, Indemnity, Force Majeure, Termination, Warranty Provisions
Wednesday, November 11, 2026
1:00 PM ET/10:00 AM PT
