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2026-07-22 14:00:00

2 Credits

Master the drafting and enforcement of indemnification clauses with real-world insights from experienced litigators and transactional experts.
Master the drafting and enforcement of indemnification clauses with real-world insights from experienced litigators and transactional experts.

2026-07-22 14:00:00

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Trusted by Legal Professionals

Course Overview

Drafting the Indemnity Clause a Litigator Can Enforce

Indemnification is the most heavily negotiated provision in a commercial agreement and the one most often left to recycled boilerplate — and the gap surfaces only after closing, when a court reads the clause word for word and the parties learn that scope, caps, and trigger language allocate risk differently than anyone intended. The forces converging now make that gap expensive: representations-and-warranties insurance has displaced traditional escrows and reordered how baskets, caps, and survival periods get negotiated, while False Claims Act exposure and energy-sector liability push indemnity into settings boilerplate was never built for. Transactional and litigation attorneys are both exposed — the drafter who writes an ambiguous notice provision and the litigator who later must enforce it. This program breaks down clause structure, scope limits and exclusions, trigger events and notice obligations, payment mechanics, and covered-party definitions, then weighs indemnity against escrows, offsets, and R&W insurance across commercial, energy, and government-contract matters. Attendees leave able to draft a clause that holds when the claim lands — and to choose the recovery mechanism that fits the deal.

Key topics that will be covered

What will you learn

This course covers the critical elements of indemnification clauses from drafting through enforcement, including core components, scope limitations, trigger events, valuation mechanisms, and recent case law trends. You will also learn how to navigate complex provisions, compare indemnity to alternative risk allocation tools, and understand public-policy guardrails that govern indemnification.

What will you gain

Practical skills to draft clear, enforceable indemnification clauses tailored to specific risks; strategic insights into negotiating indemnity provisions for commercial, energy, and government contracts; and actionable knowledge for enforcing indemnity obligations when disputes arise post-closing or post-performance.

Core Components
Understand the foundational elements of effective indemnification clauses, including how to structure provisions for enforceability and clarity in various transaction types.
Scope and Limits
Learn how to define scope, set appropriate caps and exclusions, and establish clear trigger events and notice obligations that protect both parties.
Defense Mechanics
Master practical approaches to defense and settlement processes, including notice requirements and control provisions for direct and third-party claims.
Valuation Methods
Explore valuation, calculation, and payment mechanisms that ensure clarity and prevent disputes over indemnity amounts and timing.
Enforcement Tactics
Discover practical levers for enforcement when the indemnifying party fails to defend or pay, including coordination with other remedies and leverage strategies.
Legal Guardrails
Examine public-policy limits on indemnification for negligence, gross negligence, and intentional acts, plus the role of representations and warranties insurance.

What will you learn

This course covers the critical elements of indemnification clauses from drafting through enforcement, including core components, scope limitations, trigger events, valuation mechanisms, and recent case law trends. You will also learn how to navigate complex provisions, compare indemnity to alternative risk allocation tools, and understand public-policy guardrails that govern indemnification.

What will you gain

Practical skills to draft clear, enforceable indemnification clauses tailored to specific risks; strategic insights into negotiating indemnity provisions for commercial, energy, and government contracts; and actionable knowledge for enforcing indemnity obligations when disputes arise post-closing or post-performance.

Agenda

Session 1

Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys

Session 2

Drafting & Enforcing Complex Indemnification Provisions

clock 2:00 pm - 3:00 pm EST

Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys

Liane Noble

Vinson & Elkins

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Morgan Lewis & Bockius

Liane Noble shares sharp, real-world perspectives on indemnification drafting and negotiation, focusing on the critical components of indemnification clauses. This session breaks down how courts enforce indemnity provisions, the valuation mechanics at play, and the risks they pose, with key topics covering core components and structure, scope and exclusions, trigger events and notice obligations, valuation and payment mechanisms, and recent case law and enforcement trends.

Liane Noble

Vinson & Elkins

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Morgan Lewis & Bockius

clock 3:10 pm - 4:10 pm EST

Drafting & Enforcing Complex Indemnification Provisions

Liane Noble

Vinson & Elkins

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Morgan Lewis & Bockius

Steven Weise and Edwin Smith guide attorneys beyond boilerplate to create indemnification clauses that are clear, targeted, and enforceable. Key topics include defining who is covered with clear definitions, managing direct versus third-party claims with practical notice procedures, comparing indemnity to alternatives like escrows and R&W insurance, understanding public-policy guardrails, and learning enforcement mechanics when the indemnifying party fails to defend or pay.

Liane Noble

Vinson & Elkins

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Morgan Lewis & Bockius

01 02
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Liane Noble

Vinson & Elkins

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Morgan Lewis & Bockius

Liane Noble

Vinson & Elkins

Liane Noble is Counsel in the Commercial & Business Litigation practice at Vinson & Elkins LLP, based in the firm’s Austin office. She is a trial lawyer with extensive experience representing clients in complex commercial disputes, breach of contract cases, and business torts in state and federal trial and appellate courts. With a strategic approach to litigation, Liane provides insightful counsel to corporations, organizations, and individuals navigating high-stakes disputes — combining seasoned courtroom advocacy with the strategic perspective gained from years of public service at the highest levels of federal practice.

Education & Credentials

Liane earned her J.D. from Northwestern University Pritzker School of Law (2011) and a Master of Public Leadership from the University of Texas, LBJ School of Public Affairs (2024). She holds a B.S.W. and B.A. from the University of Texas (Plan II Honors). She is admitted in Texas and before the Fifth Circuit and the U.S. District Courts for the Western and Southern Districts of Texas.

Recognition & Leadership

Liane received the Travis County Women Lawyers Association Government Service Award (2024) and the U.S. Department of Justice Civil Rights Division Commendation (2021–2023). She was selected to the Texas Rising Stars list by Super Lawyers (Thomson Reuters) in 2018.

Professional Involvement

Liane serves as Chair and Board Member of the Civil Litigation Section of the Austin Bar Association and as a Board Member of the Federal Bar Association, Austin Chapter. She previously served on the Steering Committee of the State Bar of Texas Minority Counsel Program and as Board President of Asian Family Support Services of Austin. She is the author of "DOJ's Civil Rights Fraud Initiative Presents New False Claims Act Risks and Considerations for Federal Funding Recipients" (ABA Procurement Lawyer, Fall 2025).

Experience

Before rejoining Vinson & Elkins, Liane served as an Assistant United States Attorney and Civil Rights Coordinator in the Western District of Texas (2019–2025), taking eight cases to trial — including two jury trials — and arguing before the Fifth Circuit in an Administrative Procedure Act matter. Her notable representations include obtaining a $523.8 million summary judgment in a long-term propane purchase dispute, defending Chinese state-owned entities in litigation related to an African oil field dispute, and defending a Fortune 500 life-sciences company against federal and state antitrust claims. Earlier, she clerked for the U.S. District Court for the Western District of Texas (2011–2013).

Liane Noble

Vinson & Elkins

Liane Noble is Counsel in the Commercial & Business Litigation practice at Vinson & Elkins LLP, based in the firm’s Austin office. She is a trial lawyer with extensive experience representing clients in complex commercial disputes, breach of contract cases, and business torts in state and federal trial and appellate courts. With a strategic approach to litigation, Liane provides insightful counsel to corporations, organizations, and individuals navigating high-stakes disputes — combining seasoned courtroom advocacy with the strategic perspective gained from years of public service at the highest levels of federal practice.

Education & Credentials

Liane earned her J.D. from Northwestern University Pritzker School of Law (2011) and a Master of Public Leadership from the University of Texas, LBJ School of Public Affairs (2024). She holds a B.S.W. and B.A. from the University of Texas (Plan II Honors). She is admitted in Texas and before the Fifth Circuit and the U.S. District Courts for the Western and Southern Districts of Texas.

Recognition & Leadership

Liane received the Travis County Women Lawyers Association Government Service Award (2024) and the U.S. Department of Justice Civil Rights Division Commendation (2021–2023). She was selected to the Texas Rising Stars list by Super Lawyers (Thomson Reuters) in 2018.

Professional Involvement

Liane serves as Chair and Board Member of the Civil Litigation Section of the Austin Bar Association and as a Board Member of the Federal Bar Association, Austin Chapter. She previously served on the Steering Committee of the State Bar of Texas Minority Counsel Program and as Board President of Asian Family Support Services of Austin. She is the author of "DOJ's Civil Rights Fraud Initiative Presents New False Claims Act Risks and Considerations for Federal Funding Recipients" (ABA Procurement Lawyer, Fall 2025).

Experience

Before rejoining Vinson & Elkins, Liane served as an Assistant United States Attorney and Civil Rights Coordinator in the Western District of Texas (2019–2025), taking eight cases to trial — including two jury trials — and arguing before the Fifth Circuit in an Administrative Procedure Act matter. Her notable representations include obtaining a $523.8 million summary judgment in a long-term propane purchase dispute, defending Chinese state-owned entities in litigation related to an African oil field dispute, and defending a Fortune 500 life-sciences company against federal and state antitrust claims. Earlier, she clerked for the U.S. District Court for the Western District of Texas (2011–2013).

Steven O. Weise

Proskauer Rose LLP

Steven O. Weise is a Partner in the Corporate Department at Proskauer Rose LLP, practicing in its Los Angeles office. He practices in a wide range of commercial law, spending much of his time on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions and is a nationally recognized expert in these matters. Steve is also authoritative on third-party opinion letters and contract law, especially online contracting, plain English drafting, contract drafting, and boilerplate.

Education & Credentials

Steve earned his J.D. from the University of California, Berkeley, School of Law, and his B.A. from Yale University. He is admitted to the California Bar and the U.S. District Court for the Central District of California.

Recognition & Leadership

Steve received the Distinguished Service Award from the American Law Institute (2022), the Lifetime Achievement Award from the California State Bar Business Law Section, and the Chair's Award from the American Bar Association Business Law Section. He has been ranked in Chambers USA for California Banking & Finance (2010–2023) and named Senior Statesperson (2023–2025), listed in Best Lawyers in America (1995–2024) including Lawyer of the Year honors (2019, 2024), and recognized in Southern California Super Lawyers (2004–2018).

Professional Involvement

Steve is a member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. For thirty years, he has served on many UCC drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the American Law Institute Restatement of the Law, Consumer Contracts, is the former Chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee and has been the Reporter for many TriBar Opinions Committee reports on opinions under the UCC.

Experience

Steve is a Lecturer in Law at UCLA Law School, where he teaches Uniform Commercial Code – Secured Transactions. His practice spans secured transactions, online contracting, plain English drafting, contract drafting, and third-party opinion letters, serving as a recognized authority for clients across commercial law matters.

Edwin Smith

Morgan Lewis & Bockius

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP. Ed concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions, with particular depth in commercial law and insolvency matters, both domestic and cross-border. His representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted that he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School (1974) and his B.A. from Yale University (1968). He is admitted in Massachusetts and New York, before the Massachusetts Supreme Judicial Court and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance (USA) by Chambers Global (2024) and in both Banking & Finance and Bankruptcy/Restructuring (Massachusetts) by Chambers USA (2021–2025). He has been named "Lawyer of the Year" multiple times by The Best Lawyers in America. He received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012) and the Excellence Award from the UCC Committee of the ABA Business Law Section (2009).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a Life Member of the American Law Institute. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act. He is a member of the Permanent Editorial Board for the UCC, a US Delegate to UNCITRAL working groups, and past president of the American College of Commercial Finance Lawyers. He serves as a faculty lecturer at Harvard Law School, Northeastern, Suffolk, and Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, and derivatives and repo-style transactions. His notable representations include serving as counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric, to UBS AG in the Chapter 9 bankruptcy of the City of Detroit, to various creditors of Lehman Brothers Holdings, and to Chapter 11 plan administrators for Refco Inc. He also advises hedge funds, money center banks, and international custodians on workouts and restructurings, and has counseled investors on cryptocurrency safety and custody risks.

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