Force Majeure, Indemnity, and Warranty Clauses: Drafting Against New Risks
Allocating Risk by Contract Clause During Economic, Ecologic, and Political Uncertainty
Recording of a 90-minute CLE video webinar with Q&A
This CLE webinar will give practical guidance for drafting and negotiating force majeure, indemnification, and warranty clauses in commercial contracts under the current uncertain political, environmental, technologic, and economic climate. The program will address how these changes and threats are reshaping contract risk allocation. Panelists will cover recent litigation trends under new influences like pandemic disruption, international conflict, extreme weather events, and volatile trade policy.
Outline
- Introduction
- Why these clauses matter
- Force majeure clauses
- Traditional scope vs. modern threats (climate, war, tariffs, cyber)
- Drafting elements: triggering events, causation, notice, duration, relief
- Key cases and trends post-COVID
- International considerations
- Indemnity clauses
- Third-party vs. direct claims
- Shifting liability for regulatory risk, tariffs, cyber events
- Enforceability and limitations by jurisdiction
- Warranty clauses
- Scope and disclaimers in disrupted supply chains
- Drafting carve-outs for climate or performance-limiting conditions
- Intersection with indemnity and FM provisions
- Practical drafting tips and red flags
- Integrating these clauses holistically
- Common pitfalls in contracts (boilerplate risk, missing mitigation terms)
- Choice of law and jurisdiction impact
Benefits
The panel will review these and other important issues:
- Emerging legal risks that must be addressed in force majeure clauses
- Drafting enforceable indemnity provisions
- Intersecting warranty language with performance and liability risks
- Recent case law and industry practices in drafting these protective clauses
- Jurisdictional differences internationally
Faculty
Liane Noble
Counsel
Vinson & Elkins
Ms. Noble is a trial lawyer with extensive experience representing clients in complex commercial disputes,... | Read More
Ms. Noble is a trial lawyer with extensive experience representing clients in complex commercial disputes, breach of contract cases, and business torts in state and federal trial and appellate courts. With a strategic approach to litigation, she provides insightful counsel to corporations, organizations, and individuals navigating high-stakes disputes. Before rejoining Vinson & Elkins, Ms. Noble served as an Assistant United States Attorney in the Western District of Texas, where she took numerous cases to trial in federal court, gaining invaluable courtroom experience. During her tenure, she led high-stakes cases on both sides of litigation—representing the government as a defendant against challenges to federal regulations and enforcing violations of federal law as plaintiff.
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Lida Rodriguez-Taseff
Chief Legal Officer and Corporate Secretary
Ten North Group
Ms. Rodriguez-Taseff has extensive experience as lead counsel handling state and federal jury and non-jury trials,... | Read More
Ms. Rodriguez-Taseff has extensive experience as lead counsel handling state and federal jury and non-jury trials, arbitrations and administrative trials. She is fully fluent in written and spoken Spanish and has actively represented corporate and individual interests in international matters and legal disputes involving Asia, Latin America and Europe. Ms. Rodriguez-Taseff has vast experience in the areas of project and litigation management, including leading litigation teams from the inception of matters to conclusion.
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