Drafting Indemnification and Hold Harmless Provisions in Commercial Contracts
Negotiating Scope and Exclusions, Allocating Costs, Overcoming Enforcement Hurdles, Interplay With Insurance
Recording of a 90-minute CLE video webinar with Q&A
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.
Outline
- Drafting indemnification and hold harmless provisions
- Statutory and common law limitations
- High priority provisions
- Exculpatory clauses
- Enforcing indemnification provisions
- 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?
Faculty
Michael R. Overly
Partner
Foley & Lardner
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware... | Read More
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. He is the co-author of A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press, 2012).
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Ralf R. Rodriguez
Member
Cozen O'Connor
Mr. Rodriguez focuses his practice on construction law. He has experience representing domestic and international... | Read More
Mr. Rodriguez focuses his practice on construction law. He has experience representing domestic and international general contractors, construction managers, sureties, and other construction professionals in the U.S. and abroad in negotiation, litigation, arbitration, and mediation of construction and design defect claims, insurance claims, surety bond claims, and related matters. He also handles a broad range of matters including commercial litigation, white-collar criminal defense, internal integrity reviews, risk assessment and management, regulatory compliance, business torts, employment litigation, insurance claims, environmental law, and transportation law. A large part of Mr. Rodriguez’ practice also involves representing corporate clients in completing internal investigations of sensitive matters and responding to governmental inquiries, defending regulatory actions and fraud claims, including advising on compliance with anti-corruption laws such as the False Claims Act, the Foreign Corrupt Practices Act, and similar legislation.
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