Indemnification Clause Strategies - 2021 Edition

Agenda / Content Covered

All times are shown in Eastern time.

1. Introduction and Pre-Drafting Considerations
   10:00 - 11:00, Paige C. Kurtz
   1. Goals and Context of Specific Transaction
   2. Preliminary Research
   3. How Indemnity Fits Into Overall Risk Allocation
   4. Jurisdictional Concerns and Red Flags
   5. Anatomy and Mechanics of a Simple Form Indemnity Provision (With Sample)
   6. If You Start With a Form . . .
2. Drafting the Provision (with Sample Language)
   11:00 - 12:00, Paige C. Kurtz
   1. Overall Approach to Drafting
   2. Who's Indemnifying Who?
   3. What Triggers the Duty?
   4. What Types of Losses Will be Covered?
   5. Indemnify, Hold Harmless, and/or Defend?
   6. Limitations and Exclusions
3. Advanced Issues and Drafting Tips (With Sample Language)
   12:15 - 1:15, Gail L. Ritzert
   1. Third Party Claims
   2. Notice and Invocation
   3. Exclusive Remedy
   4. Dispute Resolution
   5. Connection to Reps, Warranties, and Other Provisions
   6. Test Driving the Provision
4. Indemnification Horror Stories: Litigator Perspectives
   1:45 - 2:45, Gail L. Ritzert
   1. Letting Overreaching Go Unchecked
   2. Consequential Damages
   3. Boilerplate Traps and Disjointed Provisions
   4. Common Breakdowns in Enforcement
   5. Where's the Insurance?
   6. Top 10 Tips for the Drafter
5. Exploring Different Approaches to Indemnification (With Samples)
   2:45 - 3:15, John A. Snow
   1. Business Contracts, Generally
   2. Construction Agreements
   3. Leases
   4. Supply Agreements
   5. Mergers and Acquisitions
6. Negotiation Tactics
   3:30 - 4;00, Christopher LeMieux
7. Ethics and Indemnification
   4:00 - 5:00, John A. Snow
   1. The Ethical Dangers of Using Boilerplate Provisions
   2. Clients That Don't Read
   3. Multi-Party Negotiations
   4. Role of Lawyers in Negotiations
   5. Amendments and Waivers

Accreditation Details:

PAIGE C. KURTZ is a partner in the law firm of Kurtz Law, PLLC. She represents businesses and individuals in litigation matters, with a focus on general business litigation, creditors’ rights, construction law, and commercial collections. Ms. Kurtz primarily represents businesses in commercial transactions, but also advocates for individuals in contract and civil litigation disputes. She has a statewide practice and in addition to appearing in many counties across the state, also has represented clients in the appellate courts of North Carolina. Ms. Kurtz represents creditors in all districts of the bankruptcy courts in North Carolina, the North Carolina Federal District courts, as well as the Fourth Circuit Court of Appeals. She regularly presents seminars on contracts, credit, business law, and bankruptcy issues; and has been active in local credit management associations. Ms. Kurtz earned her B.A. degree from the University of North Carolina at Chapel Hill and her J.D. degree from Campbell University.

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. LeMeiux 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. She is a member of the Suffolk County, Nassau County, and Connecticut bar associations. Ms. Ritzert 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). She 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.