Description
Indemnification, limitation of liability, and representations and warranties provisions are the foremost clauses parties entering into a commercial agreement use to limit exposure to risk. The clarity of these clauses contained in the contract, along with the interplay between each, become critical should disputes between the contracting parties arise and the disagreement be taken to court. As counsel, it is essential you know how to negotiate, draft, and revise these clauses to avoid boilerplate or ambiguous language that can lead to costly litigation.
Indemnification, limitation of liability, and representations and warranties clauses are written into contracts with the intention of resolving disputes, mitigating risk, and reducing litigation. These complex, and often misinterpreted, provisions must be customized to suit the purpose of each deal to be effective.
Our experienced faculty walks you through a practical guide to drafting these risk-shifting provisions to make sure you get them right.
Topics include:
- Understanding the scope purposes of enforceable indemnity clauses
- How to draft clear and enforceable indemnification provisions for different scenarios
- Understanding the legal and reasonable limits of indemnification
- How to limit liability by excluding types of damages and considerations
- Using features of limitations of liability, including caps and exclusions of types of damages
- Enforceability challenges with limitation of liability clauses
- Enforcing breach of reps and warranties
- Recognizing common mistakes attorneys make in negotiating liability clauses
- Identifying triggers and exceptions to reps and warranties coverage