Description
Gain a better understanding of what indemnification terms mean in practice and how to identify and mitigate the risks.
Indemnification clauses are often a point of negotiation and litigation in construction contracts. Once the contract is signed, there is no going back – so understanding indemnification provisions and negotiating reasonable terms up front is paramount. Owners, general contractors, and subcontractors should understand the risks they are taking on when agreeing to indemnification provisions and how to draft enforceable terms. This course will provide an understanding of the different duties and obligations found in construction contract indemnification provisions. This material will focus on what indemnification terms mean in practice, how to identify and mitigate the risks unique to indemnification, and the statutory limits on the scope of indemnification obligations.
Date: August 4, 1:00 – 2:05 pm EST
Learning Objectives
- You will be able to define various indemnification obligations in construction contract language.
- You will be able to discuss differences among different indemnification clause duties.
- You will be able to identify indemnification clause risks.
- You will be able to review and understand the implications of anti-indemnification statutes on the scope of indemnification clauses.
Background: Indemnification Clauses in Construction Contracts
- Owner-General Contractor Agreements
- Prime-Subcontractor Agreements: Flowing Down the Obligations
- Flow Down Provisions in Federal Contracting
Indemnification Clauses
- What It Means to Indemnify and Hold a Party Harmless (and Why It’s Critical)
- Defense Obligations in Indemnification Clauses
- Timing of Indemnification Obligations: When Do Different Duties Arise?
Scope of Indemnification
- Broad vs. Narrow Scope: Who and What Is Covered?
- Typical Areas of Indemnification: Personal Injury, Property Damage, Liens, and IP Infringement
- First-Party vs. Third-Party Claims
Identifying and Mitigating Risk: Drafting Indemnification Clause Language
- Examples of Onerous Indemnification Language
- Red Flags: Common Categories of Risks to Look for
- Revising Onerous Language
Statutory Limits on the Scope of Indemnification Clauses
- State Law Governs Scope of Legal Indemnification
- Limitations on Requiring Indemnification for Your Own Negligence
- Anti-Indemnification Statutes: Examplesy
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- IL CLE 1.0
- This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
- IN CLE 1.1
- This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.1 hours of Distance Education credit.
- MN CLE 1.0
- This program has been approved by the Minnesota Board of Continuing Legal Education for 1.0 hours of credit.
- MO CLE 1.3
- This program has been approved by the Missouri Bar for 1.3 hours of CLE.
- MS CLE 1.1
- This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.1 credit hours.
- NC CLE 1.0 (Pending)
- ND CLE 1.0
- This program has been reviewed by the North Dakota Commission for Continuing Legal Education and approved for 1.0 hours of CLE credit.
- NH MCLE 1.0
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 60 Minutes.
- NJ CLE 1.3
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- OH CLE 1.25 (Pending)
- This course has been submitted to the Supreme Court of Ohio Commission on Continuing Legal Education for 1.25 CLE hours. Approval pending.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- TN CLE 1.08
- This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.08 hours of credit.
- VA CLE 1.0 (Pending)
- This program has been submitted to the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
- VT CLE 1.0
- This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hours of CLE credit.
- WA CLE 1.0
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of Law & Legal Procedure credit.
- WI CLE 1.0
- This program has been approved by the Board of Bar Examiners for 1.0 hours for use toward the Wisconsin Mandatory CLE requirement.
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
- AK ENG 1.0
- This program is applicable for professional development hours through the Alaska State Board of Registration for Architects, Engineers and Land Surveyors. Professional development hours: 1.0.
- AL ENG
- This program is applicable for professional development hours through the Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors. Please note: The Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors does not preapprove courses.
- FL ENG 1.3
- This course has been approved for 1.3 PDHs by the Florida Board of Professional Engineers in the Areas of Practice.
- GA ENG
- This program is applicable for professional development hours through the Georgia State Board of Registration for Professional Engineers.
- IA ENG
- This program is applicable for professional development hours for engineers. Please refer to Chapter 3, 193C IAC.
- ID ENG 1.0
- This program is applicable for 1.0 professional development hours through the Idaho Board of Professional Engineers and Professional Land Surveyors.
- IL ENG 1.0
- This program is applicable for 1.0 professional development hours through the Illinois Society for Professional Engineers.* *Please check the rules and regulations in your state for compliance.
- IN ENG 1.3
- This program is applicable for 1.3 professional development hours through the Indiana State Board for Professional Engineers.
- KS ENG 1.0
- This program is applicable for 1.0 professional development hours for engineers.* *Please check the rules and regulations in your state for compliance.
- LA ENG
- The Louisiana Professional Engineering and Land Surveying Board (LAPELS) no longer approves providers or courses. Lorman Business Center, LLC. feels that this course is worth 1.0 PDH(s). According to LAPELS’ rules, It will be the responsibility of the licensee to determine if a Course/Activity offered by an unapproved sponsor/provider is an Acceptable Activity.
- MD ENG 1.0
- Lorman Business Center, LLC. is a board approved sponsor with the Maryland Board of Professional Engineers. This course qualifies for 1.0 professional development hours.
- ME ENG 1.0
- This program is applicable for a maximum of 1.0 hours toward the annual PDH requirement. Please note: The State of Maine Professional Engineers Registration Board does not pre-approve courses for professional development credit.
- MI ENG 1.0
- This course is applicable for 1.0 professional development hours for engineers in Michigan through the Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau.* *Please check the department rules and requirements for compliance.
- MN ENG 1.0
- This course is applicable for a maximum of 1.0 hours toward the PDH requirement for engineers. Please note: The Minnesota State Board of Registration for Engineers has final authority on the acceptance of individual courses.
- MO ENG 1.0
- This course is applicable for 1.0 PDH’s through the Missouri Board for Professional Engineers.
- MS ENG
- This course is applicable for professional development hours through the Mississippi State Board of Registration for Professional Engineers.
- ND ENG 1.0
- Lorman Education Services is an approved provider through the North Dakota State Board of Registration for Engineers and Land Surveyors. This seminar qualifies for 1.0 of continuing professional competence for engineers.
- NE ENG
- This course is applicable for professional development hours for engineers if the course is continuing engineering education for you.* *Please check the rules and requirements in your state for compliance.
- NH ENG 1.0
- This course is applicable for 1.0 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance. The New Hampshire Board of Engineers has final authority on granting approval.
- NJ ENG 1.0
- Lorman Business Center, LLC. is authorized as a provider to offer courses through the New Jersey Board of Professional Engineers. This course is applicable for 1.0 CPC credits for engineers. * *Please check the NJ State rules and requirements for compliance.
- NM ENG 1.0
- This course is applicable for 1.0 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- NV ENG 1.0
- This course is applicable for 1.0 professional development hours through the Nevada State Board of Engineering and Land Surveyors.* *Please check the rules and requirements in your state for compliance.
- OH ENG
- This course is applicable for ethics continuing education credit for engineers through the Ohio State Board of Licensure for Professional Engineers provided it is a relevant managerial, ethical or technical topic relevant to the practice of engineering or surveying
- OK ENG
- This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- OR ENG
- This course is applicable toward engineering continuing education hours in Oregon, please refer to your rules and laws.
- PA ENG 1.3
- This program is applicable for 1.3 PDHs for engineers through the Pennsylvania State Board of Professional Engineers, Land Surveyors and Geologists.* *Please check the rules and requirements in your state for compliance.
- SC ENG 1.0
- This course is applicable for 1.0 hours toward the PDH requirement for engineers through the South Carolina Board of Registration for Professional Engineers.* *Please check the rules and requirements in your state for compliance.
- SD ENG
- This course is applicable for professional development hours for engineers in South Dakota.* *Please check the rules and requirements in your state for compliance.
- TN ENG
- This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- TX ENG
- This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- UT ENG
- This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- VA ENG 1.0
- This program is applicable for 1.0 hours of continuing education through the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA BOARD).* *Please check the rules and requirements in your state for compliance.
- VT ENG
- This course is applicable for professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
- WI ENG 1.0
- This course is applicable for a maximum of 1.0 hours toward the PDH requirement for engineers.* *The Wisconsin Engineer Section has final authority on the acceptance of individual courses and providers.
- WV ENG 1.0
- This course is applicable for 1.0 professional development hours for engineers.* *Please check the rules and requirements in your state for compliance.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
