Risk Transfer in Commercial Contracts

Leveraging Indemnity, Insurance and Limitation of Liability Clauses to Mitigate Risk

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

Conducted on Wednesday, November 7, 2012

Recorded event now available

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Program Materials

This CLE webinar will provide business counsel with a roadmap for crafting and negotiating indemnity, insurance and limitations of liability provisions in commercial contracts. The panel will discuss language that should be included in contracts and explain strategies for avoiding common negotiation pitfalls.

Description

The indemnity clause is the most common and powerful clause in commercial contracts. It allows parties to allocate risk and reduce financial exposure in the event the contract is breached. Over the years, courts have become increasingly restrictive in their interpretation of indemnity provisions.

Commercial contracts also often require that one party provide additional insured coverage for the other party. However, the standard language in insurance policies addressing additional insured coverage has been significantly narrowed over time.

When negotiating and drafting indemnity, insurance and risk limitation clauses, both parties must understand and anticipate potential statutory and insurance claim limitations, as well as enforcement and procedural hurdles. Using boilerplate provisions can lead to serious mistakes.

Listen as our authoritative panel of business attorneys explains best practices for crafting and negotiating indemnity, insurance, and risk limitation provisions in commercial contracts. The panel will provide strategies for avoiding common negotiation pitfalls.

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Outline

  1. Negotiating indemnity provisions
    1. Exclusivity of remedy
    2. Specificity
    3. Indemnity and settlements
    4. Interpretation of indemnity
    5. Duty to provide a defense
    6. Damages/limitations on damages
    7. Sandbagging
  2. Mitigating risk with insurance
  3. Waiver of subrogation

Benefits

The panel will review these and other key questions:

  • How can counsel for parties to commercial contracts best mitigate risk when drafting and negotiating indemnification provisions?
  • How have the courts' varying interpretations of indemnity provisions impacted parties' ability to shift liability in commercial contracts?
  • How can parties use insurance provisions and additional insured endorsements to meet defense and indemnity obligations?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Skip Durocher
Skip Durocher
Partner
Dorsey & Whitney

He has represented clients in cases involving commercial and financial issues for over twenty years. He has handled...  |  Read More

D. Hull Youngblood, Jr.
D. Hull Youngblood, Jr.
Of Counsel
The Ford Firm

Mr. Youngblood focuses his practice on government contracting, the security industry, and complex financial...  |  Read More

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