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.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
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
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on April 25, 2024.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CO CLE 1.0
- This program has been approved by the Colorado Supreme Court Board of Continuing Legal and Judicial Education for 1.0 hours of CLE.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- FL CLE 1.5 including Business Litigation 1.5
- This course has been approved by The Florida Bar for 1.5 hours of CLE credit.
This course has been approved by The Florida Bar Certification Plan in the areas of Business Litigation for 1.50 hours. Course classification: Intermediate level.
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- IA CLE 1.0
- When and How to Use Indemnification Provisions is accredited under the regulations of the Iowa Supreme Court Commission on Continuing Legal Education. It is planned that this program will provide up to a maximum of 1.0 hour(s) of unmoderated credit towards the mandatory continuing legal education requirements under the Iowa rule.
- IL CLE 1.0
- This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
- IN CLE 1.1
- This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.1 hours of Distance Education credit.
- MN CLE 1.0
- This program has been approved by the Minnesota Board of Continuing Legal Education for 1.0 hours of credit.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- MS CLE 1.1
- This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.1 credit hours.
- NC CLE 1.0
- This program has been approved by the North Carolina State Bar Board of Continuing Legal Education for 1.0 CLE hours.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.0
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 65 Minutes.
- NJ CLE 1.3
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Skills 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Skills for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for credit for established attorneys only. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- OH CLE 1.0
- This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for 1.0 CLE credit hours. Please note: No more than twelve (12) hours of self-study CLE credit for any biennial reporting period may be earned by an Attorney or Judge under Regulation 409.2. To fulfill CLE requirements for self-study, web-based programs, you must complete 100% of the polling questions during the program. Your hours will be filed electronically within thirty (30) business days by Lorman Education Services provided you fulfilled 100% attendance and polling questions answered.
- OR CLE 1.0
- Approved for 1.0 CLE credits in Oregon.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- TN CLE 1.08
- This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.08 hours of credit.
- TX MCLE 1.0
- This program has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.0 credit hours. Lorman Education Services is an accredited sponsor, approved by the State Bar of Texas, Committee on MCLE.
This program has been approved by the Texas State Bar College for 1.0 hours of CLE credit.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WA CLE 1.0
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
- WI CLE 1.0
- This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
- NALA 1.0
- This program is applicable for continuing legal assistant education credit. Please check with your accrediting board to see if this course will qualify towards your recertification requirements.
Program Length: 1.0 hour(s).
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
MP3 Download
- AK CLE 1.0
- Arizona CLE 1.0
- CA MCLE 1.0
- CT CLE 1.0
- HI CLE 1.0
- MO CLE 1.3
- NJ CLE 1.3
- NM CLE 1.0
- NY CLE 1.0 including Skills 1
- OR CLE 1.0
- VT CLE 1.0
- WA CLE 1.0
- WV MCLE 1.3
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Kenneth M. Gorenberg
Barnes & Thornburg LLP
- Partner in the Chicago office of Barnes & Thornburg LLP
- Practice emphasizes all aspects of insurance coverage for corporate policyholders, including litigating insurance disputes, collaborating with brokers and risk managers during policy procurement, assisting with due diligence and drafting of risk allocation provisions in transactional contracts, and litigating indemnification disputes
- Practice also includes commercial litigation, product liability, and toxic tort defense.
- Practices nationally and has won trials and appeals in state and federal courts across the country
- Conducts regular seminars and workshops on numerous insurance coverage issues, including limitation of liability, indemnification, and insurance provisions in business contracts
- Author of several publications related to the areas of insurance coverage, toxic tort litigation, and commercial litigation
- Fellow of American College of Coverage Counsel; member of American Bar Association; member of Defense Research Institute
- J.D. degree, University of Chicago Law School; B.A. degree, cum laude, University of Pennsylvania
- Can be contacted at [email protected] or 312-214-5609
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Credit
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
All of your training, right here at Lorman.
Pay once and get a full year of unlimited training in any format, any time!
- OnDemand Courses
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- MP3 Downloads
- Course Manuals
- Executive Reports
- White Papers and Articles
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- State Specific Credit Tracker
- All-Access Pass Course Concierge
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