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Structuring Supply Chain Agreements: New Guidance on Prop 65 Compliance

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, December 11, 2019

Recorded event now available

or call 1-800-926-7926

This CLE course will discuss the impact of California's Proposition 65 on supply chain agreements. Our panel will offer practical guidance on drafting (or amending) supply agreements to ensure compliance with the new regulation and explore how counsel representing manufacturers, producers, importers, and suppliers in both the up- and downstream supply chain can structure language to balance risk and mitigate potential losses from noncompliance.


California's amended Proposition 65 requires manufacturers and retailers to provide any consumer in the state with a "clear and reasonable" warning before exposure to specific chemical components. The regulation imposes the new warning requirements on all participants in the product supply chain, expecting distributors, importers, manufacturers, packagers, producers, and suppliers to carry equal weight with retailers in the duty to warn consumers.

Counsel for parties along the supply chain faces the challenge of ensuring compliance, sometimes without information about the chemical components in the products for sale. Parties upstream in the supply chain have first-hand knowledge and can readily comply with warning requirements. Businesses operating between the manufacturer and retailer--the middlemen--may be left exposed, and counsel should advise on obtaining agreements with manufacturers for details about chemicals in the products so they can fulfill the duty to inform the retailer.

Listen as our distinguished panel discusses best practices for structuring supply agreements to comply with Prop 65, critical guidance on key terms, risk-shifting measures, and drafting pitfalls.



  1. Overview of Prop 65
    1. Warnings
    2. Compliance requirements
    3. Impact of supply chain
  2. Drafting pointers
    1. Ensuring compliance
    2. Limiting/transferring risk
    3. Agreement supplements and addenda
  3. Party perspectives
    1. Upstream parties
    2. Downstream parties


The panel will review these and other relevant issues:

  • How can counsel address vagaries in inter-supply chain information requests in achieving compliance?
  • What measures can counsel for parties along the supply chain take to limit exposure to the statute's private attorney general provision?
  • What risk-shifting measures can counsel use in drafting supply agreements to limit exposure under Prop 65?


Erikson, Michelle
Michelle Corrigan Erikson


Ms. Erikson has over 20 years of experience in the areas of products liability, consumer products, children's...  |  Read More

Ellis, Anne Marie
Anne Marie Ellis


Ms. Ellis regularly helps clients navigate compliance with California’s Proposition 65. She also consults with...  |  Read More

Shea, Kerry
Kerry E. Shea

Davis Wright Tremaine

Ms. Shea practices in the fields of environmental permitting, counseling, compliance and litigation. She advises...  |  Read More

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