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MEMBER-ONLY CERTIFICATION COURSE
Become a certified expert on
indemnification provisions
This four-hour certification course covers every part of an indemnification provision. Laura Frederick created and teaches it. She shares her practical insights into each part and how to approach these provisions in commercial contracts. Join today!
Here's what you'll learn in the 4-hour Indemnification Mastery course
Module 1
Core Concepts
Learn core indemnification concepts, how indemnification works with insurance and the limitation of liability, and how to manage risk with these provisions. (23 minutes)
Module 2
Review Strategy
Learn how to start your review, read the provision in context, assess the situation and the parties, and negotiate mutual indemnification provisions. (27 minutes)
Module 3
Indemnify, Defend, and Parties
Learn the drafting choices in the first part of the provision, including indemnify and hold harmless language, defend language, and the indemnified parties list. (33 minutes)
Module 4
Claims and Nexus
Learn how to set the scope of the indemnity claim and draft nexus language. Covers claim types, bilateral and third-party claims, and how to narrow or broaden individual claims. (62 minutes)
Module 5
Claim Types and Scope
Learn the scope and language for IP infringement, product, breach of contract, and bad conduct claims. (25 minutes)
Module 6
Exclusions, Mitigation, and Process
Learn exclusions, mitigation, and the notice, process, and cooperation terms. Includes Laura’s final advice on these negotiations. (22 minutes)
Here's a detailed agenda on everything included in this 4-hour course
01 Introduction and Overivew
Introduction 02:03
02 Core Concepts
2.1 Indemnification Overview 07:08
2.2 Compared to Insurance 08:51
2.3 Using Risk Concepts to Draf Indemnification Provisions 11:23
2.4 Importance of Clarity 01:41
Quick Learning Checks 3 questions
03 Indemnify, Defend, Hold Harmless, and Indemnified Parties
3.1 Overview 05:37
3.2 Indemnify and Hold Harmless 05:21
3.3 Defense 04:30
3.4 Indemnified Parties 14:27
Quick Learning Checks 2 questions
04 Obligation Scope
4.1 Losses 02:17
4.2 Nexus 04:33
4.4 Bilateral or Third-Party Claims 05:30
4.3 Causes of Action 03:52
Learning Check 1 questions
05 Types of Claims
5.1 IP Infringement Claims 06:25
5.2 Product-Related Claims 02:02
5.3 Breach of Contract Claims 02:11
5.4 Bad Conduct Claims 02:34
Learning Check 1 questions
06 Exclusions and Mitigation
6.1 Exclusions and Mitigation 10:02
Learning Check 1 questions
07 Process and Notice
7.1 Defense and Cooperation 05:33
7.2 Process 05:39
7.3 Final Advice 03:21
Learning Check 1 questions
08 Completion Next Steps
Course Evaluation 3 questions
If activities are complete, claim your Certificate of Completion

Meet Laura Frederick, How to Contract's Founder
She's a contract expert whom lawyers & professionals turn to for real-world training.
Laura spent more than 25 years practicing law around the world, leading commercial deals at Fortune 500 companies like Tesla and international law firms like Morrison Foerster. Since launching How to Contract in 2021, she's delivered hundreds of hours of training to thousands of lawyers and professionals worldwide.
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