Drafting and Enforcing Indemnification Clauses: Real-World Lessons Every Lawyer Should Know

Session I - Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys – Liane Noble

Drawing on her extensive litigation background—ranging from high-stakes jury trials and contract disputes to government enforcement and energy disputes—litigator Liane Noble brings a sharp, real‑world perspective to indemnification drafting and negotiation. This session focuses on the critical components of indemnification clauses, breaking down how courts enforce them, the valuation mechanics at play, and the risks they pose. Participants will benefit from Liane’s dual experience in private practice and as an Assistant U.S. Attorney, gaining key insights into how indemnity obligations unfold in both transactional drafting and litigation contexts. Attendees will learn how to draft clear, enforceable clauses, assess indemnity exposure, and strategically negotiate provisions suited to commercial, energy, and government-contract settings. With an eye toward avoiding ambiguity and limiting exposure, this session arms new and young attorneys with the tools to counsel clients confidently. The discussion also incorporates lessons from recent case law and shows how indemnification disputes arise post‑closing or post‑contract performance.

Key topics to be discussed:

• Core components and structure
• Scope, caps, and exclusions
• Trigger events and notice obligations
• Valuation, calculation, and payment mechanisms
• Recent case law and enforcement trends

Session II - Drafting & Enforcing Complex Indemnification Provisions – Colin Levy

Indemnification clauses are how deals allocate risk—and they’re often where disputes start. This session skips boilerplate and shows you how to make these clauses clear, targeted, and enforceable. You’ll learn to define who’s protected and what losses count, set a clean defense/settlement process (with practical notice rules), and avoid windfalls or shortfalls through tax and insurance coordination. We’ll also compare indemnity to other tools (escrows, offsets, rescission, exclusivity) so you can pick the best remedy for the problem you expect. Finally, we’ll cover public-policy limits (negligence/gross negligence/intentional acts), when R&W insurance helps, and the practical levers to use if the other side won’t defend or pay.

Key topics to be discussed:

• Who is covered + clear definitions (make the clause readable)
• Direct vs. third-party claims; defend vs. indemnify; practical notice
• Alternatives and complements to indemnity (choose the right tool)
• Public-policy guardrails & R&W insurance
• Enforcement & payment mechanics (what to do when things go sideways)

This course is co-sponsored with myLawCLE.

Date / Time: December 5, 2025

• 1:00 pm – 3:10 pm Eastern
• 12:00 pm – 2:10 pm Central
• 11:00 am – 1:10 pm Mountain
• 10:00 am – 12:10 pm Pacific

Closed-captioning available