Drafting Indemnification and Hold Harmless Provisions in Commercial Contracts

Negotiating Scope and Exclusions, Allocating Costs, Overcoming Enforcement Hurdles, Interplay With Insurance

A live 90-minute CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, October 31, 2023

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, October 6, 2023

or call 1-800-926-7926
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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.

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.

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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?

Faculty

Overly, Michael
Michael R. Overly
Partner
Foley & Lardner

Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware...  |  Read More

Additional faculty
to be announced.
Attend on October 31

Early Discount (through 10/06/23)

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Early Discount (through 10/06/23)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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