High-Risk Commercial Contract Provisions in 2026: Performance Excuses, Price Allocation, and AI Vendor Terms

Kristopher J. Chandler, Partner; Chair, AI Commission | Benesch Friedlander Coplan & Aronoff LLP

Kristopher (Kris) J. Chandler practices in Benesch’s Columbus, Ohio office, focusing on technology transactions, data security and privacy, and intellectual property protection. He chairs the firm’s multidisciplinary AI Commission, which guides B2B and B2C businesses, AI developers, investors, service providers, and integrators in deploying AI technologies safely and legally while monitoring proposed laws, regulations, and litigation.

• Education & Credentials

Kris earned his J.D. from The Ohio State University Moritz College of Law in 2017, where he served as a staff editor of the Ohio State Business Law Journal and vice-president of the Business Law Society, together with an MBA from Ohio State’s Fisher College of Business (Weidler Scholar). He received his B.A., magna cum laude, in Political Science and History from The Ohio State University in 2013 and is admitted to practice in Ohio.

• Recognition & Leadership

Kris was named an Ohio Leading Lawyer by Ohio Business Magazine in 2024 and 2025, and leads Benesch’s firmwide AI Commission as its Chair.

• Professional Involvement

Kris speaks and writes regularly on the legal implications of AI, with engagements including “AI-Powered Freight: Contracting, Liability, and Compliance for Maritime and Intermodal Tech Tools” (2026), and he has been quoted in Law360 on evolving AI regulations.

• Experience

Kris has assisted several clients in negotiating vendor agreements for the procurement of technology solutions that include and incorporate AI features and functionality, represented a large client through a competitive RFP for enterprise IT services relating to AI development and deployment, and developed responsible-use and AI-governance policies for a large energy and global materials science company and a large healthcare system. He also advises on CCPA and GDPR data privacy compliance, sophisticated technology and intellectual property transactions, and the corporate, IP, and privacy aspects of mergers and acquisitions.

Aaron M. Applebaum, Partner | Sidley Austin LLP

Aaron M. Applebaum is a partner in the Washington, D.C. office of Sidley Austin LLP, where he practices international trade and customs law as a member of the firm’s Customs group. He counsels companies on every stage of U.S. customs compliance — planning and counseling, government inquiries and enforcement actions, and customs-related litigation — and coordinates with colleagues across offices and disciplines on cross-border matters. Before entering private practice, he began his legal career at a multinational consumer electronics company, where he represented the company before customs authorities in several countries and designed and administered its trade compliance programs.

• Education & Credentials

Aaron earned his J.D. from Saint Louis University School of Law and his MBA from Saint Louis University, both in 2014, and holds a B.A. from the University of Illinois (2011). He is admitted in the District of Columbia, Missouri, and California, and before the U.S. Court of International Trade.

• Recognition & Leadership

Aaron practices within Sidley’s Customs group, which has earned top-band rankings in Chambers USA and Chambers Global for International Trade: Customs (USA – Nationwide) every year since 2008, and his commentary on tariff enforcement has been quoted in International Trade Today.

• Professional Involvement

Aaron is a member of the American Bar Association’s International Section and a frequent speaker on international trade topics, including at ACI’s Conference on International Trade Investigations, Enforcement & Litigation (Washington, D.C., 2026). He has co-authored numerous client updates and articles on tariffs and customs enforcement, among them “The $150 Billion Problem: Trump Tariff Refunds in M&A Deals” (New York Law Journal, April 2026).

• Experience

Aaron has obtained over US$100 million in Section 301 duty refunds for high-tech, consumer goods, and energy companies through administrative protests and litigation at the U.S. Court of International Trade, and has advised dozens of clients on Section 301 and Section 232 duties — from comments and testimony on proposed tariff actions to product exclusions producing millions of dollars in retroactive refunds and prospective savings. He also counsels on customs valuation and “first sale” programs, country-of-origin planning, defense of free trade agreement preference claims, UFLPA and forced-labor compliance, and customs issues in mergers and acquisitions.

SESSION 1 – Tariff Volatility and Considerations for Commercial Contract Drafters, Including Force Majeure, Tariff Cost-Allocation (and Tariff Refund), and Indemnity Clauses | 1:00pm – 2:00pm

This session examines how the 2025–2026 tariff cycle — from IEEPA imposition through the Supreme Court’s invalidation in Learning Resources, Inc. v. Trump and the subsequent shift to Section 122, Section 232, and Section 301 authority — has exposed critical gaps in commercial contract provisions governing force majeure, impracticability, and price allocation. Attorneys will analyze why standard force majeure and impracticability doctrines largely fail as tariff defenses, how courts are resolving post-SCOTUS refund-allocation disputes, and how to draft authority-agnostic, tariff-resilient contract language going forward. Attendees will leave with a framework for auditing existing contracts, structuring tiered cost-sharing provisions, and avoiding the most common drafting errors now appearing in active litigation.

BREAK | 2:00pm – 2:10pm

SESSION 2 – Negotiating AI Vendor Agreements: Liability Caps, Indemnity Gaps, and Data Rights | 2:10pm – 3:10pm

This session equips attorneys with an analytical framework and contractual language examples designed to identify and close the most dangerous gaps in AI vendor agreements — including liability caps with insufficient exclusions, indemnity provisions that exclude training-data and output liability, and data-rights clauses that allow vendors to exploit customer inputs. Attendees will learn how recent court decisions (Mobley v. Workday, Thomson Reuters v. Ross Intelligence) and the emerging regulatory landscape (EU AI Act, Colorado SB 26-189) are reshaping risk allocation in AI procurement. Attorneys will leave with a working understanding of priority negotiation targets and actionable guidance on which vendor-form provisions to reject, modify, or supplement.