Indemnification and Ethics

A contractual indemnification provision should not be considered a mere boilerplate. This risk allocation provision can be as important as price and other deal terms. This seminar will analyze the ethical implications of indemnity clauses for you as counsel, your company, and potentially third parties. For example, who is liable if a person sues you as in-house counsel and/or your company - the company, you, a third party, or a combination? What are the respective ethical duties of counsel for the indemnitor, the indemnitee, and an attorney defending a third-party claim against the indemnitee?

1. Explore ethical considerations of indemnification provisions

2. Discuss best ethical use in scenarios including conflict of interest scenarios 

3. Identify and understand the client 

4. Review the scope of indemnification

5. Discuss indemnification clauses in settlement agreements