Risk Mitigation in Government Contracting: Drafting Indemnification and Limitation of Liability Clauses
Guidance for Primes and Subcontractors
Recording of a 90-minute CLE webinar with Q&A
This CLE course will guide counsel in drafting and negotiating indemnification and limitation of liability provisions in government contracting. The panel will address the significance of these clauses in the government contracting context, identify innovative approaches to drafting these clauses, and offer best practices to enable counsel to structure agreements that lead to high-yield, low-risk government contracting.
Outline
- Overview
- FAR clauses
- Scope of liability in U.S. government prime and subcontracts
- Drafting indemnification provisions
- Drafting limitation of liability provisions
- Innovative techniques for prime contractors and subcontractors to reduce risk
- Special issues in mergers and acquisitions
- Latest cases, decisions, and trends
- Examples of best practices
Benefits
The panel will review these and other crucial issues:
- What are the parameters of the government's indemnification responsibility under DOJ opinions, OMB guidance, and the FAR, and how can parties alter these obligations contractually?
- How can counsel best mitigate risk when drafting and negotiating indemnification and limitation of liability provisions in government subcontracts and joint ventures?
- How do these liability issues impact the merger and acquisition context?
- What approaches have proven effective for counsel in negotiating indemnification and limitation of liability provisions in government contracts?
- What enforceability challenges do primes and subs commonly face?
Faculty
Devon E. Hewitt
Partner
Protorae Law
Ms. Hewitt has over 25 years of experience in the field of government contracts and represents emerging, small,... | Read More
Ms. Hewitt has over 25 years of experience in the field of government contracts and represents emerging, small, mid-size and large government contractors located across the U.S. and abroad. Ms. Hewitt is best known as a bid protest attorney, having participated in well over 100 bid protests lodged at various federal agencies, including the SBA and the GAO. She also has participated in bid protests filed at the U.S. Court of Federal Claims and is one of the few bid protest attorneys that has argued bid protest decisions on appeal at the Federal Circuit. In addition to bid protests, Ms. Hewitt represents government contractors in a wide variety of transactional matters such as the drafting and negotiation of subcontracts and teaming, cooperative, nondisclosure, noncompete, operating, joint venture, commercial vendor and “OTA” agreements.
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Kevin R. Learned
Partner
McMahon Welch and Learned
Mr. Learned’s practice focuses on advising clients on general corporate and securities matters, including company... | Read More
Mr. Learned’s practice focuses on advising clients on general corporate and securities matters, including company formation and governance, buy-sell agreements, operating and stockholder agreements, M&As, private offerings of debt and equity securities, corporate divorces and other reorganizations, JVs, small business certifications, executive employment and equity matters, deferred compensation plans, franchise agreements, trademarks, and other commercial contracts and agreements. Mr. Learned has extensive experience working with emerging growth companies, particularly IT and other professional service providers in both the commercial and federal spaces. Mr. Learned has been an adjunct professor at the George Mason University School of Law and is a frequent lecturer on topics related to corporate and transactional matters.
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