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Overview
Sample Language and Expert Advice for Negotiating and Enforcing Key Contract Provisions
Do you sometimes wonder if specific contract language might be creating more problems than it solves? This legal primer has the answers. Get fundamental drafting instructions for the most powerful and confounding contract provisions. Our experienced attorney faculty will guide you through anticipating likely implications of each word and will share their own hard-won contract language that's worked for them. Learn to draft and negotiate these key clauses with confidence - register today!
- Get a foundational overview of indemnity laws.
- Clearly outline the scope of the claims.
- Identify indemnitors and indemnitees and their obligations.
- Leverage effective negotiating tools to better position your client.
- Explore liability limiting provisions that go hand in hand with indemnification.
- Come away with legal ethics guidance that pertains specifically to contract law practice.
Abbreviated Agenda
- Understanding the Laws of Indemnity
- Preliminary Considerations
- Drafting the Indemnification Provision: Part I (With Sample Language)
- Drafting the Indemnification Provision: Part II (With Sample Language)
- Essential Negotiating Tactics
- Enforceability at Drafting and in Disputes
- Top Drafting Mistakes and Unintended Outcomes
- Insurance and LOL Provisions that Go Hand in Hand with Indemnification Clauses
- Legal Ethics for the Business Contract Attorney
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Credit Details
Credits Available
| Credit | Status | Total |
|---|---|---|
| Alaska CLE |
|
6 Total |
| Alabama CLE |
|
6 Total |
| Arkansas CLE |
|
6 Total |
| Arizona CLE |
|
6 Total |
| California CLE |
|
6 Total |
| Colorado CLE |
|
7 Total |
| Connecticut CLE |
|
6 Total |
| Delaware CLE |
|
6 Total |
| Florida CLE |
|
7 Total |
| Georgia CLE |
|
6 Total |
| Hawaii CLE |
|
6 Total |
| Iowa CLE |
|
6 Total |
| Idaho CLE |
|
6 Total |
| Illinois CLE |
|
6 Total |
| Indiana CLE |
|
6 Total |
| Kansas CLE |
|
7 Total |
| Kentucky CLE |
|
6 Total |
| Louisiana CLE |
|
6 Total |
| Maine CLE |
|
6 Total |
| Minnesota CLE |
|
6 Total |
| Missouri CLE |
|
7.2 Total |
| Northern Mariana Islands CLE |
|
6 Total |
| Montana CLE |
|
6 Total |
| North Carolina CLE |
|
6 Total |
| Nebraska CLE |
|
6 Total |
| New Hampshire CLE |
|
6 Total |
| New Jersey CLE |
|
7.2 Total |
| New Mexico CLE |
|
6 Total |
| Nevada CLE |
|
6 Total |
| New York CLE |
|
7 Total |
| Ohio CLE |
|
6 Total |
| Oklahoma CLE |
|
7 Total |
| Pennsylvania CLE |
|
6 Total |
| Rhode Island CLE |
|
7 Total |
| South Carolina CLE |
|
6 Total |
| Tennessee CLE |
|
6 Total |
| Texas CLE |
|
6 Total |
| Utah CLE |
|
6 Total |
| Virginia CLE |
|
6 Total |
| Vermont CLE |
|
6 Total |
| Washington CLE |
|
6 Total |
| Wisconsin CLE |
|
7 Total |
| West Virginia CLE |
|
7.2 Total |
| Wyoming CLE |
|
6 Total |
| Arizona CPE for Accountants |
|
7 Total |
| New York CPE for Accountants |
|
7 Total |
| Washington CPE for Accountants |
|
7 Total |
| Wisconsin CPE for Accountants |
|
7.2 Total |
| CPE for Accountants/NASBA |
|
7 Total |
Select Jurisdiction
CLE
Other
Agenda
-
Understanding the Laws of Indemnity
-
Preliminary Considerations
-
Drafting the Indemnification Provision: Part I (With Sample Language)
- Defining Scope: What Types of Claims are Covered?
- Who are the Indemnitors and the Indemnitees?
- What is the Obligation?
- Active vs. Passive Negligence Terms
-
Drafting the Indemnification Provision: Part II (With Sample Language)
- Events, Damages Covered
- Hold Harmless Provision
- Reciprocity
- Third Party Claims
- Settlement Process
- Tip for Reviewing Contracts
-
Essential Negotiating Tactics
-
Enforceability at Drafting and in Disputes
-
Top Drafting Mistakes and Unintended Outcomes
-
Insurance and LOL Provisions that Go Hand in Hand with Indemnification Clauses
-
Legal Ethics for the Business Contract Attorney
- Guarding Confidentiality
- Attorney Competence in the Context of Contract Law
- The Dangers of Using Boilerplate Provisions
- Clients That Don't Read the Documents
- Multi-Party Negotiations and Conflicts of Interest
- Role of Lawyers in Negotiations
- Candor in Negotiations
Who Should Attend
This program is designed for attorneys. Accountants and paralegals may also benefit.
Speakers
Speaker bio
James S. Adray
is a partner in the Toledo law firm of Adray & Ward, where he practices in the areas of business law, probate, estate planning, divorce, and medical malpractice. He also deals with estate tax issues. Mr. Adray is a mediator/arbitrator with the American Arbitration Association and is a mediator trainer throughout Ohio. He has taught at the University of Toledo Law School and College of Education. Mr. Adray is a member of the State Bar of Michigan (Alternate Dispute Resolution, and Probate and Trust Law committees), and the Ohio State (Family Law and Alternative Dispute Resolution committees) and Toledo bar associations. He earned both his B.A. degree and his J.D. degree from the University of Toledo.
Speaker bio
Sidney Branson
joined as vice president, and property and casualty general counsel at Stephens Insurance, LLC in 2022. As such, she evaluates contractual insurance risk for clients, drafts and negotiates contracts with vendors, and lends specialized knowledge to ensure client policies are effective in relation to their respective contracts. Ms. Branson also supports the firm through strategic planning, legal affairs, business processes, and project/personnel management, as well as maintaining company compliance with state and federal laws. Prior to joining Stephens Insurance, she worked for Stephens Investments Holdings in the tax accounting department for three years, followed by four years at Wright, Lindsey & Jennings LLP, where she focused on mergers and acquisitions, general corporate work, and estate planning. In 2021, Ms. Branson returned to Stephens Inc. as vice president and assistant general counsel, primarily supporting corporate finance. She earned her LL.M. degree in taxation from the Fredric G. Levin College of Law at the University of Florida, her J.D. degree from the William H. Bowen College of Law at the University of Arkansas at Little Rock, and graduated with a Bachelor of Interior Design from the University of Arkansas. Ms. Branson is licensed in property and casualty.
Speaker bio
Frank X. Wukovits
practices with the CSG Law's tech, privacy and data innovations group, and corporate and securities group. He dedicates his practice to working with entities at the intersection of law, business, and emerging technologies, ranging from startups, emerging growth companies, private companies and Fortune 500 companies to private equity funds, venture capital funds, corporate VCs, family offices, and angel investors that invest in those companies. He regularly advises on, negotiates, and drafts a myriad of agreements involving application development, end user licenses, Software-as-a-Service (SaaS), Payments-as-a-Service (PaaS), secure cloud computing, mobile computing, information technology, data licensing, e-commerce, AdTech, marketing tech, and healthcare with service providers, vendors, partners, developers, business associates, manufacturers, suppliers, customers and other entities. His speaking engagements include presentations for board members, executives, in-house counsel, managers, industry experts, attorneys, and law students in the realm of data security and privacy, risk management, current and trending issues, threat analysis, cost benefit analysis, and compliance. Prior to joining CSG Law, Mr. Wukovits litigated complex disputes in federal, state, appellate, and arbitration proceedings ranging from contract disputes to class actions and federal Racketeer Influenced and Corrupt Organizations Act (RICO) claims. He received his Juris Doctorate from Seton Hall University School of Law, with a concentration in data privacy & security. Mr. Wukovits also earned his Masters of Engineering from The George Washington University - School of Engineering and Applied Science, with a concentration in cybersecurity policy and compliance. He earned his Bachelor of Arts in political science from Colgate University.
Speaker bio
La’Tika D. Howard
is an attorney with Jensen & McComas, LLC, where she is a corporate attorney passionate about helping businesses navigate growth, investment, and strategic transactions. She supports start-ups, emerging companies, and investors through every stage of the business lifecycle, from formation through succession planning, and provides outside general counsel services to a variety of privately-held businesses. Ms. Howard's practice focuses on mergers and acquisitions, venture capital, and general counsel representation, particularly within the tech and life sciences sectors. She is a summa cum laude graduate of the University of Maryland Eastern Shore and a magna cum laude graduate of the University of Baltimore School of Law, where she served as a Rule 19 student attorney in the Saul Ewing Civil Advocacy Clinic and staff editor of the University of Baltimore Law Review. Ms. Howard served on the Board of Maryland Volunteer Legal Services (2021-2024), completed the Leadership Council on Legal Diversity Pathfinder Program, and mentors several current and future law school students through the Fannie Angelos Program for Academic Excellence and other programs. She is admitted to practice in Maryland, District of Columbia (pending) and the U.S. District Court for the District of Maryland.
Speaker bio
S. Leigh King
, J.D., LL.M., earned her J.D. degree in May 2002 from Texas Wesleyan University School of Law (now Texas A&M University School of Law), where she was a senior editor on the Law Review. During that tenure, Ms. King was a judicial intern at both the federal and state appellate courts in Fort Worth, Texas. She earned her LL.M. degree in intellectual property law from Southern Methodist University in May 2009. Currently, Ms. King practices civil trial law including breach of contract cases, consumer rights, deceptive trade practices, consumer law, family law, and estate planning, She is a former auxiallary professor at Lyon College, a former professor at Emory & Henry College, and a former professor at Concordia University of Texas. Ms. King is the author of three law review articles. Her first law review article titled "While You Were Sleeping," 11 SMU Sci. & Tech. L. Rev. 291 (2008), has been incorporated in its entirety in the casebook "Cyber Crime and Digital Evidence Materials and Cases" by Prof. Thomas K. Clancy at the National Center for Justice and the Rule of Law located at the University of Mississippi School of Law. Ms. King is the author of "Abandonment: How the Texas Legislature and Family Court System Fail to Meet the Needs of Texas Children," 51 S. Tex. L. Rev. 75 (2009); and "Failure to Launch: How the Delinquent Politics and Policies of the Texas Legislature Have Failed to Remedy Texas' Antiquated Judicial System and How Voters Have Accepted the Status Quo for Far Too Long," 16 Tex. Wesleyan L. Rev. 369 (2010). Prior to entering law school, she was the senior paralegal for a boutique law firm in Fort Worth, Texas. Currently, Ms. King practices law in central Texas and is an active mentor for Southern Methodist University law students.
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