Supply Chain Agreements: Consequential Damage Disclaimers, Indemnity, Force Majeure, Termination, Warranty Provisions

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

Conducted on Wednesday, June 19, 2019

Recorded event now available

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Program Materials

This CLE webinar will discuss the interplay between several critical terms in supply chain agreements--namely indemnification, consequential damage disclaimers, force majeure, termination and warranty provisions. Our distinguished panel will discuss practical guidance for structuring these terms and best practices when disputes arise.


Like all contracts, supply chain agreements devote considerable planning to address the risks of disruption and nonperformance. The potential for failure across the supply chain is vast. Buyers and sellers must anticipate and implement protections if a breach occurs.

A high priority consideration for practitioners is the interplay between various terms intended to mitigate/transfer risk in the transaction. Indemnity provisions must be carefully crafted to fend off claims from third parties. Likewise, counsel must prudently craft disclaimers of consequential damages, often with carveouts for third-party indemnification claims, among others, to ensure recovery is available to the counsel's client.

Termination and force majeure clauses also play a significant role in balancing these provisions. Transaction counsel must recognize the complex interaction between these clauses to mitigate their clients' risks.

Listen as our panel provides critical insight on how to avoid pitfalls in crafting and implementing these essential terms for clients. The panel of attorneys brings a wealth of experience in the structuring and negotiation of supply agreements.



  1. Critical commercial terms in supply chain agreements
  2. Risk mitigation provisions
    1. Consequential damages disclaimers
    2. Indemnification
    3. Force majuere
    4. Termination
    5. Warranties
  3. Interplay between terms
  4. Practical considerations


The panel will review these and other relevant issues:

  • How can consequential damage disclaimers impact other terms of the supply chain agreement?
  • How does the analysis of what carve-outs to consequential damage disclaimers change depending on whether the client is buying or selling?
  • What is the role of the indemnification provision and how does it differ from warranty?
  • How can transaction counsel maximize the value of warranty provisions for buyers and sellers?


Miller, Vanessa
Vanessa L. Miller

Foley & Lardner

Ms. Miller’s practice focuses on general manufacturing breach of contract and warranty disputes, automotive...  |  Read More

Soble, Jeffrey
Jeffrey A. (Jeff) Soble

Foley & Lardner

Mr. Soble’s practice focuses on product liability, commercial disputes between businesses, class action defense,...  |  Read More

Wegrzyn, Kathleen
Kathleen E. (Kate) Wegrzyn

Senior Counsel
Foley & Lardner

Ms. Wegrzyn is a member of the firm’s Commercial Transactions & Business Counseling and Distribution &...  |  Read More

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