Description
Be able to expertly draft and negotiate indemnification provisions and understand how important these are when things inevitably go wrong.
In entering into contracts almost every day, businesses of all sizes and industries frequently flip right past the indemnification, insurance, and limitation of liability provisions as mere boilerplate. They fail to understand that these are risk allocation provisions that can be as important as price and other deal terms. Even if they know these provisions are important, many lawyers and contract managers don’t understand the pitfalls and opportunities they present. This topic will help lawyers and nonlawyers alike better understand how these provisions allocate the risks when things go wrong. With that perspective, you will be in a better position to draft and negotiate provisions that align with your business objectives, are clear to the parties, and will be enforced by the courts.
Drafting and Negotiating Indemnification Provisions
- General Purpose and Standards for Interpretation
- Trigger Language
- Anti-Indemnification Statutes and Other Enforcement Issues
- How a Typical Indemnification Provision May Raise More Questions Than Answers
- Defense and Attorney Fee Clauses
- Cautionary Tale About Forms
Relationship With Insurance and Limitation of Liability Provisions
- How Provisions Can Affect Each Other
- Certificates of Insurance
- Additional Insured
Takeaways
- Indemnification Checklist
- Additional Resources
