Indemnification Provisions 101: Drafting, Negotiating, Common Mistakes

Agenda / Content Covered

1. Understanding the Laws of Indemnity
   10:00 - 10:30, John A. Snow
2. Preliminary Considerations
   10:30 - 11:00, John W. Hays
3. Drafting the Indemnification Provision: Part I (With Sample Language)
   11:15 - 12:15, Gail L.. Ritzert
   1. Defining Scope: What Types of Claims are Covered?
   2. Who are the Indemnitors and the Indemnitees?
   3. What is the Obligation?
   4. Active vs. Passive Negligence Terms
4. Drafting the Indemnification Provision: Part II (With Sample Language)
   12:45 - 1:45, Gail L.. Ritzert
   1. Events, Damages Covered
   2. Hold Harmless Provision
   3. Reciprocity
   4. Third Party Claims
   5. Settlement Process
   6. Tip for Reviewing Contracts
5. Essential Negotiating Tactics
   1:45 - 2:15, John W. Hays
6. Enforceability at Drafting and in Disputes
   2:15 - 2:45, Jonathan S. Forester
7. Top Drafting Mistakes and Unintended Outcomes
   3:00 - 3:30, Mark D. Kimball
8. Insurance and LOL Provisions that Go Hand in Hand with Indemnification Clauses
   3:30 - 4:00, Mark D. Kimball
9. Legal Ethics for the Business Contract Attorney
   4:00 - 5:00, John A. Snow
   1. Guarding Confidentiality
   2. Attorney Competence in the Context of Contract Law
   3. The Dangers of Using Boilerplate Provisions
   4. Clients That Don't Read the Documents
   5. Multi-Party Negotiations and Conflicts of Interest
   6. Role of Lawyers in Negotiations
   7. Candor in Negotiations

Accreditation Details:

John W. Hays is a member in the Jackson Kelly PLLC's Lexington, Kentucky office. Mr. Hays' practice is primarily focused in construction litigation and transactions, contract negotiations, and commercial litigation. He also has extensive training and experience as a mediator in construction, commercial, employment and personal injury disputes; and is a member of the National Academy of Distinguished Neutrals and is on the CPR Regional Panel of Neutrals. Mr. Hays has also served as an arbitrator and is on the Commercial Arbitration Panel for the American Arbitration Association. He is a member of the Kentucky Bar Association (ADR Section, Construction and Public Contract) and the American Bar Association (Forum on Construction Industry). He was named to the 2009-2017 editions of Kentucky Super Lawyers and was selected by his peers for inclusion in The Best Lawyers in America for construction law, 2013 - 2017. He was also named the 2016 Lexington Construction Law Lawyer of the Year by Best Lawyers. Mr. Hays is admitted to practice in Kentucky and before the U.S. District Court, Eastern District of Kentucky; and the U.S. Court of Appeals, Sixth Circuit. He earned his B.A. degree from Princeton University and his J.D. degree from the University of Kentucky College of Law.

 

Mark D. Kimball is the founding shareholder of MDK Law, a firm emphasizing corporate, commercial, and property law and consulting in matters involving federal and international taxation. Mr. Kimball is admitted to practice in Washington, New York and Texas. He is an adjunct professor of law at Eotvos Lorand and Masaryk universities in Europe and has served as a law school guest lecturer at Seattle University School of Law. Mr. Kimball is also engaged as an expert witness in superior court cases involving limited liability companies and governance and other member issues. He earned his J.D. degree and LL.M. (taxation) degree from the University of Washington School of Law and also holds an LL.M. degree in transnational commercial practice from Europe.

 

Christopher LeMieux is a founding partner of Riess LeMieux LLC. During his 17 year career, Mr. LeMieux has represented contractors, architects, engineers, owners, sureties, insurers, and subcontractors in litigation, arbitration, claims, disputes and negotiations, and drafting of construction contracts for a variety of projects, including design build, integrated project delivery, multifamily, military, stadiums, manufacturing facilities, historic renovations, parking garages, and mixed residential use facilities. In addition, he has represented employers in a wide variety of employment matters including employment training, wage and hour, ADA, FMLA, and Title VII. Mr. LeMieux regularly lectures on construction and employment law. He is a member of New Orleans, Jefferson, Louisiana State, American, and Fifth Circuit bar associations. Mr. LeMieux earned his B.A. degree from University of Alabama and his J.D. degree from Loyola University New Orleans School of Law.

 

Gail L. Ritzert is a partner in the New York office of the law firm of Kiernan Trebach, LLP. She focuses her practice on insurance coverage and insurance defense matters, concentrating in both the coverage and defense of catastrophic injury cases arising from construction accidents, products and premises defects, and the defense of municipalities. Ms. Ritzert is a member of the Suffolk County, Nassau County and Connecticut bar associations. She is also a member of the District of Columbia Bar, the Defense Association of New York (past president), and the Defense Research Institute (has served as the New York state representative). Ms. Ritzert earned her B.A. degree, cum laude, from Pfeiffer College; her M.Ed. degree from Frostburg State University; and her J.D. degree from St. John's University.

 

John A. Snow is a shareholder with Parsons Behle & Latimer. Mr. Snow’s practice consists of general civil litigation, including commercial, professional malpractice, construction, and insurance coverage and defense. He is a member of the Utah State Bar; the Litigation Section of the Utah State Bar; Construction Law Section of the Utah State Bar; the State Bar of Nevada; the American Bar Association; Litigation Section, Ethics Advisory Opinion Committee (Utah State Bar); Model Jury Instruction Committee for the State of Utah (Commercial Transactions Subcommittee); and member of the United States District Court for Utah (Technology Advisory Committee). Mr. Snow has been designated in The Best Lawyers in America in the specialties of legal malpractice law, commercial litigation, and construction law for more than five years. He has been designated in Utah Business magazine’s Utah Legal Elite in the specialties of civil litigation and construction law. He has also been designated as a Super Lawyer in the Mountain States in Super Lawyer Magazine and ranked in Chambers USA. Mr. Snow earned his B.A. degree from Brigham Young University and his J.D. degree, cum laude, from Arizona State University.