Learn to draft, negotiate, and enforce clear limitation of liability clauses for fair risk allocation in contracts.
Some parties sign contracts without reviewing or thinking about the limitation of liability provisions. Other parties recognize that a limitation of liability can be a very important provision, but they have trouble effectively drafting and negotiating terms that are understandable, agreeable, and enforceable. This material will help any party on either side of a limitation of liability. It will provide tools for thinking about a fair allocation of risk, discussing it with the other side, and drafting clear and valid language to accomplish what both parties intend. This content will also include numerous sample provisions and explain several court decisions on the interpretation and enforceability of limitations of liability.Agenda
Drafting and Negotiating Limitation of Liability Provisions- How to Limit the Type of Liability
- How to Limit the Amount of Liability
- What to Consider Excluding
- Where and When to Use
- Drafting Tips
- Exculpation, Waiver, or Release
- Failure of Essential Purpose
- Unconscionability
- Case Examples
- How Indemnification and Limitation of Liability Can Affect Each Other
- How Insurance Can Be a Limitation of Liability
- Need to Understand Insurance Requirements
Speaker(s)
Kenneth M. GorenbergBarnes & Thornburg LLP
- Partner in the Chicago office of Barnes & Thornburg LLP
- Practice emphasizes all aspects of insurance coverage for corporate policyholders, including litigating insurance disputes, collaborating with brokers and risk managers during policy procurement, assisting with due diligence and drafting of risk allocation provisions in transactional contracts, and litigating indemnification disputes
- Practice also includes commercial litigation, product liability, and toxic tort defense
- Practices nationally and has won trials and appeals in state and federal courts across the country
- Conducts regular seminars and workshops on numerous insurance coverage issues, including limitation of liability, indemnification, and insurance provisions in business contracts
- Author of several publications related to the areas of insurance coverage, toxic tort litigation, and commercial litigation
- Fellow of the American College of Coverage Counsel; member of American Bar Association; member of Defense Research Institute; repeatedly recognized by Best Lawyers
- J.D. Degree, University of Chicago Law School; B.A. Degree, cum laude, University of Pennsylvania
