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Drafting and Enforcing Indemnification Clauses: Real-World Lessons Every Lawyer Should Know (2026 Edition)

Your indemnity clause holds up fine — until the day someone has to enforce it. Learn to draft enforceable scope, caps, and trigger language, set clean notice and defense rules, and choose between indemnity, escrows, and R&W insurance to fit the deal.

2026-02-27 14:00:00

Program Details

2026-02-27 14:00:00

Program Details

2026-02-27 14:00:00

Over 1,000+ webinars

2026-02-27 14:00:00

Course Overview

Drafting the Indemnity Clause a Litigator Can Enforce

2026-02-27 14:00:00

Indemnification is the most negotiated provision in a deal — and the one most often left to recycled boilerplate. R&W insurance has displaced traditional escrows and reordered how baskets, caps, and survival periods get negotiated. False Claims Act exposure and energy-sector liability push indemnity into settings the old templates were never built for.

The gap surfaces only after closing, when a court reads the clause word for word. Write an ambiguous notice provision, and the trigger fails when the claim lands. Leave scope and caps vague, and the parties learn too late that risk was allocated differently than anyone intended. Both sides are exposed — the drafter who wrote the clause and the litigator who must enforce it.

This program breaks down clause structure, scope limits, exclusions, trigger events, notice obligations, payment mechanics, and covered-party definitions. It weighs indemnity against escrows, offsets, and R&W insurance across commercial, energy, and government-contract matters. You leave able to draft a clause that holds when the claim lands — and to pick the recovery mechanism that fits the deal.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Core Components
Structure provisions for enforceability across transaction types, so the clause survives a word-for-word reading in court.
02
Scope and Limits
Define covered losses, set caps and exclusions, and fix trigger events and notice obligations that hold for both parties.
03
Defense Mechanics
Run the defense and settlement process for direct and third-party claims, with notice and control provisions that protect your client.
04
Valuation Methods
Build calculation and payment mechanics that prevent later disputes over indemnity amounts and timing.
05
Enforcement Tactics
Apply practical levers when the indemnifying party won’t defend or pay, including coordination with other remedies and leverage strategies.
06
Legal Guardrails
Navigate public-policy limits on negligence, gross negligence, and intentional acts, and know when R&W insurance does the work instead.

Program schedule

clock 2:00 pm - 3:00 pm EST

Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys

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 NobleLiane Noble
Steven O. WeiseSteven O. Weise
Edwin SmithEdwin Smith
clock 3:10 pm - 4:10 pm EST

Drafting & Enforcing Complex Indemnification Provisions

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 NobleLiane Noble
Steven O. WeiseSteven O. Weise
Edwin SmithEdwin Smith
Liane Noble

Liane Noble

Vinson & Elkins

Steven O. Weise

Steven O. Weise

Proskauer Rose LLP

Edwin Smith

Edwin Smith

Morgan Lewis & Bockius

Liane Noble

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

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

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.
Liane Noble

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

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

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.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.0
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs