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Managing Risk with Third-Party Contractors: Minimizing Liability in the Outsourcing of Goods and Services

Structuring Agreements to Limit Exposure and Responding to Third-Party Breaches

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 Thursday, September 20, 2018

Recorded event now available

or call 1-800-926-7926

This CLE course will guide corporate counsel, directors and officers on methods in minimizing risks associated with the outsourcing of goods and services. The panel will discuss approaches to limit exposure in service agreements, managing third-party breaches, and due diligence considerations in the outsourcing of products and services.


Third-party risk management continues to receive a heightened degree of attention with every third-party relationship being subject to increased scrutiny and liability concerns. Companies outsource a variety of goods and services to third-party vendors not knowing the full extent of their liability stemming from the actions of such vendors.

The reliance on entities outside of a company’s immediate control makes a company vulnerable to significant risk requiring counsel to consider mechanisms to limit such exposures during the selection, hiring and executing agreements with third parties.

Factors to consider in assessing risk and negotiating terms and conditions of an outsourcing arrangement must begin with a thorough due diligence review to identify services to be provided by a third party. After that, counsel must structure vendor agreements inclusive of terms and conditions essential to limiting or avoiding liability based on the actions or inactions of third-party vendors.

Listen as our panel provides methods in assessing the risk when outsourcing goods or services, drafting contract terms and consequences of noncompliance, and best practices in managing a third-party breach of vendor or service agreements.



  1. Overview of risks associated with the outsourcing of goods and services
  2. Comprehensive due diligence on third-party vendors
  3. Drafting effective contract terms for limiting liability and options for consequences of noncompliance
  4. Ongoing monitoring and termination of third-party relationship
  5. Best practices in managing third-party vendor relationships and breaches


The panel will review these and other crucial issues:

  • What factors should corporate counsel consider when negotiating and drafting agreements for the outsourcing of goods or services?
  • What does thorough due diligence on third-party vendors entail?
  • Provisions for limiting the liability of third-party vendors
  • Managing breaches by third-party vendors and consequences of noncompliance


Cassidy, Margaret
Margaret M. Cassidy

Cassidy Law

Ms. Cassidy's practice focuses on corporate compliance, internal investigations and white collar criminal defense....  |  Read More

Stern, Akiba
Akiba Stern

Loeb & Loeb

Mr. Stern has advised clients for over 30 years in all aspects of business law, both as in-house counsel and at law...  |  Read More

Williams, Geri
Geri L. Williams

Senior Corporate Counsel
The Home Depot

Ms. Williams supports the Procurement Function in the purchase of goods and services required to operate The Home...  |  Read More

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