Audio CD + Course Book

Negotiating Indemnification, Reps, Warranties and More in Business Contracts

Audio CD + Course Book

Copyright Date:

February, 2018

Product ID#:

78172CDRA

Audio + Course Book

Credit Information

Continuing Legal Education

  • WV CLE - 7.20
From Event: Negotiating Indemnification, Reps, Warranties and More in Business Contracts, held February 2018.

Program Description

Are you strategically negotiating critical provisions to the best of your ability? With boilerplate provisions not being a potential option, the amount of risk, liability and potential error soars to an all-time high. Veteran contract attorneys who negotiate complex provisions daily and know the extreme dangers and problems that indemnification and other clauses bring, will equip you with proven, real-world negotiation skills you can start using right away to ensure your clients are fully protected. Don't miss this unique contract negotiations guide that goes far beyond what any textbook can teach you. Order now!

Course Content

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
  2. Contract Negotiations Gone Wrong: Top Attorney Mistakes
  3. Negotiating Indemnification Provisions and Agreements
  4. Negotiating Representations and Warranties: Traps for the Unwary
  5. Ethics for the Business Contract Attorney

Continuing Education Credit

Continuing Legal Education – CLE: 7.20 WV - Credit Approval Expiration 02/21/2020 *


* denotes specialty credits

Agenda / Content Covered

  1. Preliminary Business Contract Negotiation Necessities, Tips and Tricks
    9:00 - 10:15, Jaime N. Doherty
    1. State, Federal and UCC Contract Law Update
    2. Trends and Issues
    3. Choice of Forum and Law
    4. Time of Performance
    5. Fundamental Principals of Business Contracts
    6. E-Contracting and E-Signatures
    7. Pre-Contract Negotiation Strategies
    8. Multi-Party Negotiation Considerations
    9. Ensuring ALL Parties are Identified
  2. Contract Negotiations Gone Wrong: Top Attorney Mistakes
    10:15 - 11:15, Joel P. Jones Jr.
  3. Negotiating Indemnification Provisions and Agreements
    11:30 - 1:00, Jeffrey P. Brahan
    1. Thresholds for Indemnification Liability
    2. Limits of Indemnification
    3. Indemnity, Indemnify, Indemnification and "Hold Harmless"
    4. Interplay of Insurance, LOL and Indemnity
    5. Ensuring Enforceability
    6. Strategically Negotiating Indemnity and LOL
    7. Agreeing to Defend as Well as Hold Harmless
    8. Controlling Push-Back: Liability and Risk Allocation
    9. Insurance, Waiver and Subrogation
    10. Who May Cause Loss? Who Would be Responsible?
    11. Indemnifying Persons Other Than Yourself
    12. Negotiating "No Undisclosed Liabilities" and "Full Disclosure"
    13. New Ways of Thinking About Indemnity During the Deal
    14. Reciprocity in Indemnity Provisions
    15. Case Law Review
  4. Negotiating Representations and Warranties: Traps for the Unwary
    2:00 - 3:15, Xavier W. Staggs
    1. Ensuring Enforceability
    2. Who is Liable? Who Should Take the Risk?
    3. Which Reps/Warranties Cause the Greatest Liability?
    4. Negotiating Position
    5. Limitations and Exceptions
    6. Survival of Reps and Warranties
    7. Case Law Review/Current Court Interpretations
  5. Ethics for the Business Contract Attorney
    3:30 - 4:30, Joel P. Jones Jr.
    1. 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

JEFFREY P. BRAHAN is a member of Blumling & Gusky LLP’s construction and surety industry practice group. Mr. Brahan concentrates his practice in the areas of construction and commercial litigation. Prior to joining the firm, Mr. Brahan was a partner at a mid-size Pittsburgh law firm where he practiced in the areas of commercial and construction litigation, as well as litigation involving labor and environmental issues. He has successfully litigated and tried cases in both state and federal court. He also has extensive experience in complex and multi-party litigation. Mr. Brahan received his B.A. degree from the University of Wisconsin in Madison and his J.D. degree from the University of Pittsburgh School of Law.

JAIME N. DOHERTY serves as the head of Goehring, Rutter & Boehm’s litigation group, with a practice including commercial and construction litigation, defense of product liability and toxic tort claims, insurance defense and coverage analysis. Her clients include corporations, insurance companies, title agencies, municipalities, professional and recreational associations, school districts, private developers, and regional contractors and subcontractors. She has also worked on behalf of design professionals and sureties. Ms. Doherty advises her clients on risk allocation and risk shifting mechanisms, including insurance, indemnity and bonding provisions in contract formation. She is panel counsel for several insurance companies and works with insurers and third-party administrators to defend construction defect, product liability, property and casualty losses. Ms. Doherty received her B.A. degree, with honors, from Boston College and her J.D. degree from the University of Pittsburgh School of Law.

JOEL P. JONES JR. is an attorney with Campbell Woods, PLLC. His main areas of practice include real property; trusts and estates, including estate planning and administration; creditors’ rights and bankruptcy; general business; and secured transactions. Mr. Jones is a member of the Energy and Mineral Law Foundation, Federalist Society, and a board member of the Greater Huntington Estate Planning Council. He earned his B.S. degree from Marshall University in ecology and evolutionary biology and his J.D. degree from the West Virginia University College of Law, where he was inducted into the Order of the Coif. Mr. Jones is admitted to the West Virginia Supreme Court of Appeals, U.S. District Court for the Southern and Northern Districts of West Virginia, Supreme Court of Ohio, and U.S. District Court for the Southern District of Ohio.

XAVIER W. STAGGS is an attorney with Jenkins Fenstermaker, PLLC, in Huntington, West Virginia. He focuses his practice in the areas of estate planning and business services. Mr. Staggs is a member of the Ohio State Bar Association and is admitted to practice in Ohio; West Virginia; District of Columbia; and the U.S. District Court, Northern and Southern Districts of West Virginia. He earned his B.S. degree, cum laude, from Miami University, Oxford, Ohio; his M.B.A. degree, cum laude, from The Ohio State University Fisher College of Business; and his J.D. degree, cum laude, from The Ohio State University Michael E. Moritz College of Law.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890

Email: credit@nbi-sems.com

Accreditation Details:

Continuing Legal Education

WV CLE: 7.20 Credit Approval Exp
02/21/2020
Includes - Ethics: 1.20
This program may qualify for up to 7.2 hours of self-study credit, which includes 1.2 hour of self-study ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education. No more than 12.0 hours of self-study CLE credit may be earned during a reporting period.


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