The CLE course will provide guidance to counsel for manufacturers, suppliers, and end sellers on drafting and negotiating provisions in supply agreements that effectively allocate and mitigate risk, focusing specifically on defense, indemnity, and insurance clauses.

Description:

Risk allocation and mitigation provisions are arguably the most important terms in supply agreements, yet the most challenging clauses to negotiate. Attorneys drafting defense, indemnity, and insurance provisions on behalf of manufacturers, suppliers, or end sellers must identify and evaluate all potential risks of the arrangement for their clients and clearly outline who will be responsible for any losses arising from such risks.

Common risks of supply agreements that the parties should specifically address in the risk allocation provisions include a party’s breach of representations, warranties, or covenants; IP infringement; negligence or willful misconduct; liability for design errors vs. manufacturing errors; and failure to comply with federal or state laws and regulations.

When negotiating and structuring defense, indemnity, and insurance clauses in supply agreements, counsel must understand and anticipate potential statutory and insurance claim limitations, as well as enforcement and procedural hurdles. Failure to do so may result in serious mistakes and unanticipated liabilities.

Listen as our expert panel of attorneys discusses best practices for structuring defense, indemnity, and insurance provisions in supply contracts.