Agenda / Content Covered

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1. Tactical Considerations Before Drafting an Indemnity Clause
   10:00 - 10:30, John A. Snow
   1. Source of Potential Damage or Loss
   2. Potential Scope and Extent of Damage or Loss
   3. Who May Cause Loss and Who Would be Responsible
   4. Extent of Responsible Party
   5. Responsible Party's Ability to Meet Obligations
2. Key Strategies for Drafting the Indemnification Provision
   10:30 - 11:30, Hugh D. Brown
   1. Scope
   2. Notice
   3. Control
   4. Settlement
   5. Limitations
   6. Reimbursement
3. Different Agreements, Different Techniques
   11:45 - 12:45, Thomas E. Patterson
   1. Construction Agreements
   2. Building Lease Agreements
   3. Supply Agreements
   4. Other Agreements
4. Secrets to Strategically Negotiating Indemnification Provisions
   1:15 - 2:15, Hugh D. Brown
   1. Proven Negotiation Techniques
   2. How to Strategically Negotiate Indemnity and LOL to Reduce Risk
   3. Overreaching Scope - Should the Indemnifying Party Agree to Defend, as well as Hold Harmless?
   4. Handling Provision Changes
   5. Clauses That Aren't Clear
   6. Controlling Push-Back on Indemnification Language
   7. Negotiating "No Undisclosed Liabilities" and "Full Disclosure"
   8. New Ways of Thinking About Indemnity During the Deal
   9. Multi-Party Negotiations Tips
   10. Pushing Beyond the Impasse When Negotiations Come to a Halt
   11. Re-Starting Stalled Negotiations: Sophisticated Methods
5. Detangling Indemnity & Strategically Proving Liability
   2:15 - 3:45, Rebecca A. Bowman
   1. Who's Responsible? Recent Case Law and Current Trends
   2. Proving Liability: What Evidence do You Need?
   3. Drafting Agreements That Provide for Immediate Relief
   4. Finding the Source of Loss/Damage
   5. Calculating Damages
   6. Proving Joint/Several Liability
   7. Proving Extent of Responsible Party
   8. Overcoming Enforceability Issues
   9. Advanced Defense Techniques
6. Ethics for the Business Contract Attorney
   4:00 - 5:00, John A. Snow
   1. The Dangers of Using Boilerplate Provisions
   2. Clients That Don't Read the Document(s)
   3. Multi-Party Negotiations
   4. Role of Lawyers in Negotiations
   5. Amendments and Waivers

Accreditation Details:

REBECCA A. BOWMAN is the principal of Rebecca A. Bowman, P.E. She focuses her practice in estate planning and administration, guardianship, and conservatorship, as well as real estate. Ms. Bowman is a certified arbitrator and mediator. She is also a registered professional engineer. She is a member of the National Society of Professional Engineers, American Arbitration Association, Financial Industry Regulatory Authority, and the American Bar Association, and is a long-time columnist on risk management for the PE Reporter. Ms. Bowman earned her B.S. degree from the University of North Dakota School of Law, her M.B.A. degree from Oklahoma University, and her J.D. degree from Duquesne University School of Law. She was recently named the senior director for ethics and professional responsibility for the National Society of Professional Engineers.

HUGH D. BROWN is a shareholder at Fabyanske, Westra, Hart & Thomson, P.A. He represents contractors, subcontractors, and owners in construction disputes in federal and state court, and in arbitration. Mr. Brown is experienced in bond and mechanics' lien claims and in the drafting and negotiating of construction and design contracts. He also advises participants in the construction industry in regulatory issues. Mr. Brown has been named to the Minnesota Super Lawyers' Rising Stars list every year since 2014, and is the chair of the Minnesota State Bar Association's Construction Law Section Council. He is also a contributing eEditor to the American Bar Association Construction Law Forum's preeminent construction-related journal, the Construction Lawyer. Mr. Brown received his B.A. degree from Carleton College and his J.D. degree, magna cum laude, from the University of Minnesota Law School.

THOMAS E. PATTERSON is the manager of Patterson Law Firm, in Chicago. His areas of practice include breach of contract, theft of trade secrets, infringement of trademarks or copyrights, breach of employee agreements, restrictive covenants, shareholder disputes, unfair competition, and business torts. Mr. Patterson's book, Handling the Business Emergency: Temporary Restraining Orders and Preliminary Injunctions, was published by the American Bar Association. He is a member of Federal Trial Bar and is admitted to practice before the U.S. Supreme Court, the state and federal courts in Illinois and the Chicago Metropolitan Area. Mr. Patterson has been active on committees within the American Bar Association, DuPage County Bar Association, and Illinois State Bar Association. He earned his B.A. degree from Illinois Wesleyan University in Bloomington, Illinois, and his J.D. degree from DePaul University College of Law in Chicago.

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.