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Insurance and Indemnity Provisions in Commercial Real Estate Contracts: PSAs, Leases, and Construction Contracts

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, October 26, 2023

Recorded event now available

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This CLE course will provide insight into insurance and indemnification provisions in real estate purchase and sale agreements (PSAs), leases, and construction contracts. The panel will discuss current trends and practical strategies in negotiating and litigating these provisions.


The allocation of risk accomplished by indemnification agreements is often a hotly negotiated term of real estate contracts and leases. When not negotiated, arrangements are frequently not in compliance with applicable state indemnification laws or do not reflect the fundamental axiom that liability should follow control. Unbalanced indemnification provisions often arise from unbalanced negotiating positions. This panel will address the nuts and bolts of indemnification agreements and insurance contracts, analyzing how indemnification agreements require one party (the indemnitor) to bear the risk of claims against the other party (the indemnitee) for loss and damages claimed by a third party. The role of insurance in providing a source of funds for indemnification obligations will be addressed.

Indemnification and insurance provisions are standard requirements of PSAs, leases, and construction contracts. Standalone indemnity agreements are also frequently employed to balance the rights of a counterparty with its obligations.

Informed counsel must recognize how to protect client interests by deftly structuring indemnification provisions, considering state law and respective risks and control in careful drafting.

Listen as our authoritative panel discusses current trends, practical strategies in negotiating these provisions, and the advanced arguments made by the parties to these instruments.



  1. Indemnification obligations in commercial PSAs
    1. Seller indemnification
    2. Buyer indemnification
    3. Other indemnification issues
  2. Indemnification obligations in lease agreements
    1. Commercial leases
    2. Insurance
  3. Indemnification in construction contracts
    1. Applicable law
    2. Various positions
  4. Strategies and practical considerations


The panel will review these and other relevant issues:

  • How can counsel craft adequate indemnification lease provisions that protect their clients?
  • How can counsel best mitigate or allocate risk when drafting and negotiating these provisions?
  • What are the most commonly disputed issues around these provisions, and what are effective strategies for resolving them?
  • What are the insights into current trends for practical strategies in negotiating these provisions?


Hale, Michael
Michael S. Hale

Clairmont Advisors

Mr. Hale has more than 20 years of experience in the insurance industry as an attorney and a broker, and has...  |  Read More

Huddleston, Michael
Michael W. Huddleston

Munsch Hardt Kopf & Harr

Mr. Huddleston’s practice focuses on commercial insurance, risk management, litigation management and...  |  Read More

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