Risk Allocation Strategies When Drafting and Negotiating Indemnification Provisions
Care should be taken when drafting indemnity clauses as it plays a crucial role in managing the risks associated with commercial transactions by protecting against the effects of an act, a contractual default, a breach, or misconduct by one of the parties.
Join an authoritative panel of attorneys and key thought leaders assembled by The Knowledge Group as they go beyond the basics of drafting and negotiating indemnification provisions in a wide range of situations, and to spot certain litigation issues that may potentially arise out of indemnification provisions. Speakers will also offer practical drafting tips and identify how to avoid common pitfalls in contractual indemnity clauses and will provide proven risk allocation strategies designed to help avoid contractual disputes surrounding contract, and avoid protracted and costly after-the-event interpretation of the true scope and enforceability of an indemnity clause.
Some of the major topics will include, but not limited to:
- Indemnification Provisions: An Overview
- Contracting Trends
- Purpose of Indemnity
- Types of Indemnity Clauses
- Alternatives to Indemnity
- Common Law Remedies
- Negotiating Contracts
- Key Contract Provisions
- Managing the Internal Contracting Process
- Benefits of Indemnity Provisions
- Common Indemnity Clause Drafting Pitfalls
- Drafting Considerations
JoLynn M. Pollard, Shareholder
Hunt Ortmann Palffy Nieves Darling and Mah, Inc.
- Indemnity Provisions in general
- Three (3) types of Indemnity Provisions in California
- Enforceability of Remedy / Remedies for Violations
- Tenders / Making a Tender
- Language of Indemnity Provisions
- Examples of Indemnity Provisions
- Other Important Provisions
Alexander Burnett, Partner
- Purpose and Benefits of an Indemnity Clause
- The Difference Between “Defend,” “Hold Harmless” and “Indemnify”
- Drafting: Examples of Typical Indemnity Clauses
- Express Indemnity vs. Common Law/Implied Indemnity vs. Contribution
- Tips & Tactics for Negotiating More Favorable Clauses
Gregory Thomas Stevens, Partner
Phelps Dunbar LLP
- Indemnification Provisions
- Understanding your client’s business structure and risk model
- Defining applicable parties to maximize coverage
- Understanding other provisions and their effect on indemnification
- Understanding your client’s business structure and risk model
- Statutory Employer Provisions
- Insurance Provisions
- Anti-indemnity statutes and best practices for negotiating in light of same
- Other enforceability issues
Who Should Attend:
- Corporate Counsel
- In-house Counsel
- Board of Directors & Officers
- Directors and Officers
- Legal Executives
- Senior Executives
- Business Lawyers
- Public and Private Companies
- Other Interested/Related Individuals
John Darling is an effective senior commercial litigator with a nationwide practice focused on the resolution of construction and commercial real estate conflicts and on complex business litigation across numerous industry groups and business sectors. Mr. Darling has successfully represented large and small business entities, business owners and operators, construction companies and independent contractors and sub-contractors, financial institutions, real estate investors and their affiliates. He serves as lead counsel on every case and efficiently manages a talented and well-respected team of attorneys who tirelessly support his clients’ efforts. A seasoned courtroom veteran, Mr. Darling has tried more than 100 cases throughout California and the United States, and is equally adept at alternative dispute resolution. Whether in court or out, Mr. Darling has handled everything from incidental matters to ones where the amount in controversy exceeded $70M
John Darling is an effective senior commercial litigator with a nationwide practice focused on the resolution of construction and commercial …
Alex Burnett focuses his practice on construction litigation, bankruptcy & creditors' rights, real estate litigation, as well as general commercial litigation. Alex serves a broad spectrum of clients involved in the construction industry including banks, owners, general contractors, subcontractors and suppliers. He assists clients with construction projects by drafting or revising contracts, advising clients of their rights throughout a project, and litigating and arbitrating on behalf of clients.
Alex was named as a "Rising Star" by Virginia Super Lawyers magazine (2009, 2011-present) and named among Virginia's "Legal Elite" by Virginia Business magazine (2011-present). He is listed in The Best Lawyers in America© for Construction Law (2017-present). Martindale-Hubbell rated Alex an AV attorney. Alex served as a law clerk to The Honorable Claude M. Hilton (EDVA). He is the Chair-elect of the Virginia Bar Association’s Construction and Public Contracts Law Section.
Alex Burnett focuses his practice on construction litigation, bankruptcy & creditors' rights, real estate litigation, as well as general commercial …
Greg Stevens practices in the area of commercial litigation with an emphasis on representing self-insured companies who face a broad range of exposure and risk management issues. He routinely provides advice to clients on the enforcement of indemnity and insurance provisions in master service agreements as well as construction and other contracts, and represents clients in complex litigation involving industrial torts, products liability, premises liability, and commercial contract disputes.
Greg Stevens practices in the area of commercial litigation with an emphasis on representing self-insured companies who face a broad …
Print and review course materials
Method of Presentation:
Experience in corporate and contract laws
NY Category of CLE Credit:
Areas of Professional Practice
Unlock All The Knowledge and Credit You Need
Leading Provider of Online Continuing Education
It's As Easy as 1, 2, 3
Get Your 1-Year All Access Pass For Only $199
About Hunt Ortmann Palffy Nieves Darling and Mah, Inc.
Hunt Ortmann is one of the foremost authorities on California construction law, contracts, dispute resolution and litigation offering additional legal services in the areas of business and commercial law, employment matters and labor law compliance, real estate, insurance and suretyship. For the past 25 years, the Los Angeles Construction Litigation Lawyers of Hunt Ortmann have counseled owners – both public and private – contractors, subcontractors, vendors and materials providers regarding legal issues which affect the bottom line and their ability to do business in the construction industry. Hunt Ortmann’s lawyers know the construction industry from the ground up, many of them having served as architects, engineers, project managers or consultants on construction projects. Our lawyers represent both plaintiffs and defendants in a broad range of disputes, ranging from simple matters such as recording mechanic’s liens and stop payment notices, to preparation and trial of complex construction disputes involving multiple parties and myriad legal claims. We are dedicated to providing the highest quality services, efficiently and in a cost effective manner, to ensure that our clients get the best legal representation in the construction industry. www.huntortmann.com
About Williams Mullen
Williams Mullen is a regionally based, full-service law firm with more than 230 attorneys in offices across Virginia, Washington D.C., North Carolina and South Carolina. Since our firm began in 1909, our goal has been to provide business and legal solutions to help our clients’ businesses thrive. Together, we work each day on Finding Yes®.
The attorneys of Williams Mullen’s Construction Practice Group have been providing legal counseling and representation to the construction industry since the 1970s. Our clients include project owners, developers, architects/engineers, construction managers, contractors, suppliers, and sureties for public and private projects both inside and outside the United States, as well as for public private partnerships (P3). We keep pace with changes in federal and state regulation of the construction industry, and with developments in the construction industry as project design and delivery systems evolve. We bring to our clients a formidable collection of firsthand knowledge of construction law, the construction industry and the construction process built over the past four decades.
About Phelps Dunbar LLP
With offices positioned along the Gulf Coast from Texas to Florida, Phelps Dunbar is a regional law firm of more than 270 attorneys uniquely equipped to serve clients in the major commercial centers of the burgeoning “Third Coast” of the United States. Locations in New Orleans and Baton Rouge, Louisiana; Jackson, Tupelo and Gulfport, Mississippi; Houston and Dallas/Fort Worth, Texas; Tampa, Florida; Mobile, Alabama as well as Raleigh, North Carolina; and London, England enable Phelps Dunbar to serve clients not only along the Third Coast, but also the South, nationwide and abroad.