Risk Allocation in Commercial Contracts: Indemnity, Reps and Warranties, Termination, Damages Provisions
Recording of a 90-minute CLE webinar with Q&A
This CLE course will explore some of the most challenging clauses in commercial contracts: indemnification, representation and warranties, termination, and damages provisions. The panel will discuss critical elements of each, including triggers, scope, exclusions, cost allocation, enforceability, and safe-harbor strategies for avoiding common pitfalls.
- Elements of risk allocation
- High-priority provisions
- Representations and warranties
- Limitation of liability
- Pitfall avoidance
- Exculpatory clauses
- Interplay between risk allocation provisions
- Practice tips
The panel will review these and other crucial issues:
- How do representations and warranties define the scope and consequences of a contractual breach?
- What are the parameters of statutory and common law indemnity and how can parties alter these obligations contractually?
- How can business counsel best mitigate risk when drafting and negotiating indemnification and limitation of liability provisions in commercial contracts?
- How have the courts' varying interpretations of these provisions impacted parties' ability to shift liability in commercial contracts?
- What enforceability challenges do parties commonly face?
Loeb & Loeb
Mr. Azaran focuses on all manner of technology-driven transactions, including those involving software and data... | Read More
Mr. Azaran focuses on all manner of technology-driven transactions, including those involving software and data licensing, SaaS and cloud computing, co-location, low-latency telecommunications services, and IT and business process outsourcing. His experience in structuring and negotiating these types of deals spans several industries, including financial services, advertising and media, manufacturing, and retail, among many others. Mr. Azaran also regularly advises clients with respect to emerging technology platforms, including blockchain, cryptocurrency and artificial intelligence.Close
Mark Cohen, J.D., LL.M.
Mr. Cohen has 36 years of experience as a lawyer. His practice focuses on drafting and reviewing legal documents,... | Read More
Mr. Cohen has 36 years of experience as a lawyer. His practice focuses on drafting and reviewing legal documents, advising on and facilitating transactions, helping clients and lawyers improve their documents, and teaching innovative CLE classes. Mr. Cohen’s diverse legal career includes service as an Air Force Judge Advocate, service as a Special Assistant U.S. Attorney, seven years as a prosecutor, over 10 years as a municipal judge, and private practice. He served as the Chairperson of the Editorial Board of The Colorado Lawyer and taught advanced legal writing at the University of Arkansas School of Law. Mr. Cohen wrote six articles for the Am.Jur. Proof of Facts series, including the leading article on piercing the corporate veil. He is the founder of The Plain English Institute.Close