Mitigating Supply Agreement Risks: Structuring Defense, Indemnity, and Insurance Provisions

Allocating Liability Between Manufacturers, Suppliers, and End Sellers; Maximizing Insurance Coverage for Losses

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


Conducted on Tuesday, February 16, 2021

Recorded event now available

or call 1-800-926-7926
Program Materials

The CLE webinar will provide guidance to counsel for manufacturers, suppliers, and end sellers on drafting and negotiating provisions in supply agreements that effectively allocate and mitigate risk, focusing specifically on defense, indemnity, and insurance clauses.

Description

Risk allocation and mitigation provisions are arguably the most important terms in supply agreements, yet the most challenging clauses to negotiate. Attorneys drafting defense, indemnity, and insurance provisions on behalf of manufacturers, suppliers, or end sellers must identify and evaluate all potential risks of the arrangement for their clients and clearly outline who will be responsible for any losses arising from such risks.

Common risks of supply agreements that should be specifically addressed in the risk allocation provisions include a party's breach of representations, warranties, or covenants; IP infringement; negligence or willful misconduct; liability for design errors vs. manufacturing errors; or failure to comply with federal or state laws and regulations.

When negotiating and structuring defense, indemnity, and insurance clauses in supply agreements, counsel must understand and anticipate potential statutory and insurance claim limitations, as well as the enforcement and procedural hurdles. Failure to do so may result in serious mistakes and unanticipated liabilities.

Listen as our panel of attorneys experienced in negotiating supply agreements discusses best practices for structuring defense, indemnity, and insurance provisions in the contracts.

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Outline

  1. Evaluating and drafting defense and indemnity provisions
  2. Reconciling indemnity obligations and insurance policies
  3. Potential enforcement and procedural hurdles

Benefits

The panel will review these and other key issues:

  • What specific risks should be addressed in the defense, indemnity, and insurance provisions of supply agreements?
  • How have the courts' varying interpretations of indemnity provisions impacted parties' ability to shift liability in supply agreements?
  • How can parties use insurance provisions to meet defense and indemnity obligations?
  • What are the most commonly disputed issues during supply contract negotiations, and what are some effective strategies for resolving them?

Faculty

Gordon, Sean
Sean A. Gordon

Partner
Thompson Hine

Mr. Gordon focuses his practice on bankruptcy reorganization and litigation, creditors’ rights, loan...  |  Read More

McCormick, Sean
Sean P. McCormick

Attorney
Thompson Hine

Mr. McCormick focuses on insurance and coverage related disputes and complex commercial and class action litigation. He...  |  Read More

Ridings, Matthew
Matthew D. Ridings, CCEP

Partner
Thompson Hine

Mr. Ridings' practice focuses on antitrust and anti-corruption related matters. He has successfully tried...  |  Read More

Roach, Jennifer
Jennifer S. Roach

Partner
Thompson Hine

Ms. Roach focuses her practice on litigating unfair competition, intellectual property, trade secret...  |  Read More

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