Drafting and Enforcing Indemnification Clauses: Real-World Lessons Every Lawyer Should Know (2026 Edition)
2 hour CLE
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Program Summary
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.
What Will You Learn
Attorneys will learn to draft clear, enforceable indemnification clauses, assess indemnity exposure, and strategically negotiate provisions suited to commercial, energy, and government-contract settings.
What Will You Gain
Attorneys will gain the tools to counsel clients confidently, avoid ambiguity, limit exposure, and apply lessons from recent case law to post-closing disputes.
Key topics to be discussed:
- Clause structure
Core components and structure of indemnification clauses. - Scope limits
Scope, caps, and exclusions within indemnification provisions. - Trigger events
Trigger events and notice obligations under indemnification clauses. - Payment mechanics
Valuation, calculation, and payment mechanisms for indemnification obligations. - Coverage definitions
Who is covered and clear definitions making clauses readable. - Indemnity alternatives
Alternatives and complements to indemnity, including escrows and offsets.
This course is co-sponsored with myLawCLE.
Date / Time: June 12, 2026
- 2:00 pm – 4:10 pm Eastern
- 1:00 pm – 3:10 pm Central
- 12:00 pm – 2:10 pm Mountain
- 11:00 am – 1:10 pm Pacific
Closed-captioning available
Speakers
Liane Noble | Vinson & Elkins
Liane 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.
Before rejoining Vinson & Elkins, Liane served as an Assistant United States Attorney in the Western District of Texas, where she took numerous cases to trial in federal court, gaining invaluable courtroom experience. During her tenure, she led high-stakes cases on both sides of litigation, representing the government as a defendant against challenges to federal regulations and enforcing violations of federal law as plaintiff. This dual perspective has sharpened her litigation strategy and further refined her skills in investigation, legal strategy, and trial advocacy, enabling her to deliver effective and tailored solutions for her clients.
Steven O. Weise | Proskauer Rose
Steve Weise is a partner in the corporate department, practicing in its Los Angeles office. He practices in a wide range of commercial law. He spends much of his time on matters arising under the Uniform Commercial Code, especially under Article 9 – Secured Transactions. He is a nationally-recognized expert in these matters. Steve is also authoritative on third-party opinion letters and contract law matters, especially online contracting, plain English drafting, contract drafting, and boilerplate.
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, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. Steve is a Lecturer in Law at UCLA Law School, where he teaches Uniform Commercial Code – Secured Transactions.
Steve was instrumental as an Adviser in the preparation of the recently-completed American Law Institute Restatement of the Law, Consumer Contracts and is active in many other Restatement projects. Steve is the former chair of the American Bar Association’s Section of Business Law and its Legal Opinions Committee. He has been the Reporter for many TriBar Opinions Committee reports on opinions under the UCC and has long been a member of the board of the Working Group on Legal Opinions.
Edwin Smith | Morgan Lewis & Bockius
Edwin Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. He is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border. His representations have included those in major bankruptcies including Refco, Lehman, the City of Detroit, and PG&E. He often advises financial institutions on documentation and risk management issues.
Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, and derivatives and repo-style transactions and has represented parties in major insolvencies. He has been a guest speaker for bar and trade organizations including ALI-CLE, the American Bar Association, the American Bankruptcy Institute, the International Insolvency Institute, the Association of Commercial Finance Attorneys, the Boston Hedge Fund Group, the Commercial Finance Association, the National Conference of Bankruptcy Judges, the Equipment Leasing Association, the Practicing Law Institute, the Risk Management Association, and various local bar associations. Having actively participated as a Uniform Law Commissioner in the drafting of a number of the recent revisions to the Uniform Commercial Code (UCC), Chambers USA noted he “probably knows as much about UCC as anybody in the country.”
Agenda
Session I – Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys | 2:00pm – 3:00pm
- Core components and structure
- Scope, caps, and exclusions
- Trigger events and notice obligations
- Valuation, calculation, and payment mechanisms
- Recent case law and enforcement trends
Break | 3:00pm – 3:10pm
Session II – Drafting & Enforcing Complex Indemnification Provisions | 3:10pm – 4:10pm
- 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 or tools)
- Public-policy guardrails & R&W insurance
- Enforcement & payment mechanics (what to do when things go sideways)
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