Drafting Effective Indemnification Clauses: Create Airtight Provisions
Indemnification clauses are among the most important provisions in any agreement. These clauses allocate risk among the parties in any business agreement. When your client assumes an indemnification obligation, the risk shifts from the other party directly onto your client's back. Failure to properly negotiate and draft indemnification clauses can expose your client to the possibility of liability for unforeseeable losses or damages. Your client may face liability for damages caused by the negligence or intentional acts of a third party.
Please join Dr. Jim Castagnera, Esq., as he takes a deep dive into the risk-management thicket of indemnities, other limitations on liability, and related considerations. In this 90-minute webinar, we'll addresses the drafting and effective utilization of indemnification clauses. You'll discover:
- The language required for a comprehensive, enforceable indemnity clause
- Critical clauses and requirements for all indemnification provisions
- How to draft and negotiate indemnifications provisions in IP Contracts
- Dispute resolution strategies for dealing with indemnification clauses
- Appropriate insurance coverage and proof of insurance
Strategies for Negotiating and Drafting Effective Indemnity Provisions
- Specific language to use for indemnification clauses that minimize risk
- The difference and interrelation between indemnification and a promise to defend
- Critical provisions to include - and exclude - when drafting
- IP Indemnity issues from both the licensor and licensee's perspective
Ensure Maximum Protection: Ways to Identify Contingencies and Avoid Risks
- Permutations of indemnity clauses: unilateral to mutual, intentional to negligence
- Using performance risks and warranty breach clauses for protection
- Addressing cross-indemnification issues for joint development and alliances
- Important defense and indemnification issues you need to know
- Legal limitations on public and international entities' legal ability to indemnify
Negotiating Representations, Warranties & Limitations of Liability
- How to plan, prepare, and respond to consequential damages
- When the indemnity is triggered and survival periods for claims
- Solving often-disputed issues of scope, timing and control
- What is the buyer's right to indemnification for breach of reps or warranties?
Live Question & Answer Session - Have your questions answered by the expert!
About the Speaker
Dr. Jim Castagnera, Esq. holds a JD and a PhD from Case Western Reserve University.
- After spending 10 years in the Employment, Labor and Intellectual Property practices at a major Philadelphia law firm, Saul Ewing, he joined Rider University as Associate Provost and Legal Counsel for Academic Affairs. His responsibilities in that position include labor relations with the faculty union; supervision of the international education office, as well as services for students with disabilities; a wide range of regulatory matters and contracts; academic policies and procedures; new academic programs, and much more.
- He has published 22 books, most recently Riding the Fifth Wave in Higher Education: A Survival Guide to the New Normal (Peter Lang 2017) and Civil Liberties and National Security (TopHat 2018).
- He also is a partner in Holland Media Services LLC, a freelance writing, editing, training and consulting company, serving higher ed and non-profit clients with offices in Los Angeles and Philadelphia.
In agreements, several parties are involved but not all are guaranteed to be protected. In this 90-minute program you'll learn strategies for drafting indemnification clauses that protect the interest of your clients and reduce the risk of costly lawsuits.