On Sept. 29, the National Business Institute will present a day-long seminar on “Perspectives and Protections from all Sides of the Table – with Real-World Strategies and Solutions.” With no boilerplate provision option when drafting an indemnification clause, the amount of risk, liability and potential error soars to an all-time high. Veteran attorneys who work with complex agreements daily and know the extreme dangers and problems that indemnification provisions bring will equip you with proven skills you can use right away to ensure your clients are fully protected.
Taft attorney Brandi N. Schmitz will cover the following topics in her first presentation “Ironclad Indemnification Provisions in Business Contracts”:
- Best Practices to Ensure Enforceability
- Reciprocity in Indemnity Provisions
- Defining Proper Scope and Duties Being Contemplated
- Active vs. Passive Negligence Terms
- Insurance, Waiver and Subrogation
- Liability and Risk Allocation: Defining Potential Extent
- Ensuring ALL Parties are Identified
- Who May Cause Loss? Who Would be Responsible?
- Indemnifying Persons Other Than Yourself
- Avoiding Ambiguities and Inconsistencies in Language
- What is the Source & Extent of Potential Loss?
- Defining Damages and Settlement
- Notice and Control; Limitations and Reimbursement
Schmitz's second presentation concerns "Secrets to Strategically Negotiating Indemnification Provisions" and will address:
- Proven Negotiation Techniques
- How to Strategically Negotiate Indemnity and LOL to Reduce Risk
- Overreaching Scope – Should the Indemnifying Party Agree to Defend as well as Hold Harmless?
- Handling Provision Changes
- Clauses That Aren't Clear
- Controlling Push-Back on Indemnification Language
- Negotiating "No Undisclosed Liabilities" and "Full Disclosure"
- New Ways of Thinking About Indemnity During the Deal
- Multi-Party Negotiations Tips
- Pushing Beyond the Impasse When Negotiations Come to a Halt
- Re-Starting Stalled Negotiations: Sophisticated Methods
Schmitz focuses her practice on mergers and acquisitions, corporate finance, commercial business and finance matters, and general corporate law. She guides businesses and their owners in all aspects of the mergers and acquisitions process and counsels clients on a wide variety of general corporate and business matters.
To register for the seminar, click here.
About National Business Institute
A trusted provider of continuing legal education and training since 1983, NBI is dedicated to providing practical, skill-based CLE seminars and online CLE courses that apply to the daily work of professionals. From national webcasts to in-person seminars, it offers the full gamut of training formats for continuing legal education preferences.