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

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 | Proskauer Rose

Steven O. Weise is a partner in the corporate department of Proskauer Rose LLP, practicing in the firm’s Los Angeles office. He practices in a wide range of commercial law and spends much of his time on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions, where he is a nationally-recognized expert. Steve is also authoritative on third-party opinion letters and contract law matters, including 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 practice in California and before the U.S. District Court for the Central District of California.

• Recognition & Leadership

Steve received the Distinguished Service Award from the American Law Institute in 2022 and the Lifetime Achievement Award from the California State Bar Business Law Section. He has been recognized in Chambers USA (California: Banking & Finance, 2010–2023; Senior Statesperson, 2023–2025), named “Lawyer of the Year” by Best Lawyers in America (2019, 2024), and listed in Best Lawyers in America (1995–2024) and Southern California Super Lawyers (2004–2018). He also received the Chair’s Award from the American Bar Association Business Law Section.

• 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 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 ALI Restatement of the Law, Consumer Contracts and is active in many other Restatement projects. He is the former chair of the American Bar Association’s Section of Business Law and its Legal Opinions Committee, has been the Reporter for many TriBar Opinions Committee reports on opinions under the UCC, and serves on the board of the Working Group on Legal Opinions.

• Experience

Steve advises clients across a broad spectrum of commercial law matters, with particular depth in secured transactions, third-party legal opinions, and contract drafting. His practice spans global finance, asset-based lending, private credit, restructuring, real estate finance, and structured credit. He represents clients across asset management, private capital, private equity, real estate, and real assets industries, and contributes to market solutions involving blockchain and digital assets and ESG.

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.

SESSION 1 – Critical Elements of Indemnification Clauses: Insights for Emerging Attorneys | 2:00pm – 3:00pm

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.

BREAK | 3:00pm – 3:10pm

SESSION 2 – Drafting & Enforcing Complex Indemnification Provision | 3:10pm – 4:10pm

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.