Drafting Indemnification and Hold Harmless Provisions in Commercial Contracts

Scope and Exclusions, Enforcement Hurdles, Interplay With Insurance Coverage

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, October 17, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to business counsel for drafting and negotiating indemnification and hold harmless provisions in commercial contracts. The panel will discuss key elements of indemnification agreements, including scope, exclusions and cost allocation; enforceability challenges; the interplay with insurance coverage; and tactics for avoiding common negotiation pitfalls.

Description

Indemnification and hold harmless provisions are included in most commercial contracts, including sales agreements, leases, lending agreements, software licenses, construction contracts, and M&A agreements. These clauses allow parties to contractually allocate risk and reduce liability exposure.

Effective indemnification clauses clearly outline risks that are indemnified, exclusions from indemnity, and procedures for making an indemnification claim.

When 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 outline how insurance coverage will interplay with indemnification and hold harmless provisions.

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

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Outline

  1. Drafting indemnification and hold harmless provisions
  2. Enforcing indemnification provisions
  3. Interplay with insurance coverage

Benefits

The panel will review these and other key issues:

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

Faculty

Gorenberg, Kenneth
Kenneth M. Gorenberg

Partner
Barnes & Thornburg

Mr. Gorenberg is a member of the firm’s Litigation Department and its Policyholder Insurance Recovery and...  |  Read More

Pfeifer, Katie
Katie Pfeifer

Of Counsel
Dorsey & Whitney

Ms. Pfeifer is a trial attorney and Co-Chair of the firm’s Insurance Law Practice Group. She represents clients...  |  Read More

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