Risk Allocation in Commercial Contracts: Indemnity, Reps and Warranties, Termination, Damages Provisions
Recording of a 90-minute CLE video 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?
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
Nicholas J. Ellis
Foley & Lardner
Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and... | Read More
Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.Close