Most of the negotiation over an indemnification provision goes to scope. What's covered, what's carved out, whether it's capped, and how it interacts with the limitation of liability. The procedural mechanics tend to get less attention, and they often come over from an old form without much scrutiny. Then a claim actually arrives, and those provisions decide who picks defense counsel, whether the indemnitee's slow notice costs it anything, and whether a settlement can be signed at all. The attorney who drafted the clause a year earlier is usually the one fielding those questions.
In this webinar, Laura Frederick, Emily Logan Stedman, and Brian Chang will work through the three procedural pieces that carry the most weight when a claim comes in. On notice of claim, they'll refresh the timing and content requirements and address whether late notice forfeits the indemnity or only reduces it by actual prejudice. On defense and control, they'll take a close look at who controls counsel selection and defense strategy, when the indemnitee can take the defense back, and the conflicts that break a joint defense. On settlement consent, they'll cover how consent rights are structured, the admission of fault and injunctive relief carve-outs, and how to draft around the unreasonably withheld standard.
*Live CLE Credit Information:
How to Contract will apply for 1.25 hours of General CLE credit in TX.
This program is approved for the following:
1.25 hours of General CLE credit in California
1.00 hours of Substantive CLE credit in Pennsylvania
We will provide details to attendees on how to request a certificate of attendance. These certificates are provided after an attendee submits a completed credit request form (including the CLE code words shared live) within 14 days of the live webinar. Late submissions are not accepted.
Lawyers in these other jurisdictions who attend live may be eligible for credit through reciprocity, self-application, or reporting: AK, AL, AR, AZ, CT, CO, FL, GA, HI, IA, ID, IN, IL, KY, LA, NC, NH, NJ, NV, NY, MD, ME, MN, MO, MT, NC, ND, NE, NH, NM, NV, OK, OR, RI, SC, TN, UT, VA, VT, WA, WI, WV, and WY. These programs may also be eligible for Canadian CPD credit in British Columbia, Ontario, and Quebec.
We do not determine individual eligibility. Please check your state bar for specific compliance rules.
