Negotiating Indemnification, Reps, and Warranties in California

Michael Overly
Michael Overly
Foley & Lardner’s

Michael Overly is a partner in Foley & Lardner’s Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups.

Nicole M. Threlkel
Nicole M. Threlkel
Schneiders & Associates LLP

Nicole M. Threlkel is a business and real estate attorney. Nicole began her legal career in 2010 litigating real estate disputes, before broadening her practice to assist clients with their transactional needs.

On-Demand: March 24, 2022

$245.00 2 hour CLE

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Program Summary

Session I - Indemnification Provisions and Reps and Warranties – Michael Overly

Drafting effective indemnity and warranty provisions. In particular, we will topic about the key elements found in every well-written indemnity. In addition, we will discuss the important relationship between the indemnity clause and the limitation of liability clause found elsewhere in the agreement. We will then discuss the basics of warranty clauses and then review over a dozen common types of warranties. The discussion will include real-world examples of how these clauses work.

Key topics to be discussed:

  • Quickly and easily draft warranty and indemnity provisions
  • Review proposed warranty and indemnity provisions to identify key areas of risk
  • Develop a library of ready-to-use provisions

Session II - Ethics and Practical Applications for The Business Contract Attorney - Nicole M. Threlkel

This course will guide the practitioner in issues dealing with representing multiple parties and the inherent conflicts; understanding the lawyer’s role in the negotiation process and being able to distinguish deal points from legal points; determining when and which boilerplate provisions used in many contracts should be adopted; and counseling the client who most likely will not read the contract. This session will help guide business contract attorneys around the ethical dilemmas that may arise.

Key topics to be discussed:

  • Party representation
  • Attorney’s role in the contract negotiation
  • Boilerplate provisions
  • The hands-off client

This course is co-sponsored with myLawCLE.

Date / Time: March 24, 2022

  • 2:00 pm – 4:50 pm Eastern
  • 1:00 pm – 3:50 pm Central
  • 12:00 pm – 2:50 pm Mountain
  • 11:00 am – 1:50 pm Pacific

Choose a format:

Live Video Broadcast/Re-Broadcast: Watch Program "live" in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for "live" CLE credit.

On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 5 business days after the original recording date and are viewable for up to one year.

Closed-captioning available

Speakers

Michael Overly_myLawCLEMichael Overly | Foley & Lardner’s

Michael Overly is a partner in Foley & Lardner’s Information Technology & Outsourcing Group and Privacy, Security and Information Management Groups. He is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Systems Security Professional (CISSP) , Information Systems Security Management Professional (ISSMP), Certified in Risk and Information Systems Controls (CRISC), Certified Outsourcing Professional (COP), and Certified Information Privacy Professional (CIPP) certifications.

He writes and speaks frequently regarding negotiating and drafting technology transactions and the legal issues of technology in the workplace, e-mail, and electronic evidence. He has written numerous articles and books on these subjects and is a frequent commentator in the national press (e.g., the New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN, and MSNBC) and has testified before the U.S. Congress regarding online issues.

 

Nicole M. Threlkel_myLawCLENicole M. Threlkel | Schneiders & Associates LLP

Nicole M. Threlkel is a business and real estate attorney. Nicole began her legal career in 2010 litigating real estate disputes, before broadening her practice to assist clients with their transactional needs.

Nicole assists small start-ups and large corporate entities, handling their formation (partnerships, limited liability companies, S corporations), Intellectual Property (including trademark) registrations, and their transactional and litigation needs. Her real estate practice has ranged from representing individuals, non-profit homeowners’ associations, and banks, servicers, and lenders providing a broad range of legal and business-related analysis and advice, negotiating and preparing contracts, enforcing and defending Covenants, Conditions, and Restrictions, and pursuing and defending litigation on her clients’ behalf.

Drawing on her background in litigation, Nicole uses her experience and knowledge of ever-changing laws, and hopes to help clients spot, avoid, and mitigate the pitfalls that often entrap others into litigation. However, if the situation arises, she is adept at developing law-and-motion strategies to cost effectively maximize the chances of success in litigation or arbitration.

Nicole is a skilled researcher and gifted at crafting motions to highlight the essential law and facts, and anticipatorily minimize the red herrings or irrelevant analysis presented by the opposition. Nicole’s defense in some cases has continued through the appellate level where she successfully opposed multiple appeals at both the state and federal level and received an IMLA Amicus Service Award for her work on an Amicus Brief filed with the Ninth Circuit Court of Appeals.

While Nicole’s focus has been on business and real estate litigation, her practice areas have also included the representation of municipalities, corporate entities in premises liability litigation, and corporate workplace violence restraining orders.

She also offers her time and expertise to local groups to educate them on business strategies that can help them avoid future litigation.

Nicole is admitted to practice in the state of California, all Federal District Courts of California, and the Ninth Circuit Court of Appeal. She received her BA in political science from the University of California, Los Angeles, and her JD from Chapman University School of Law.

Agenda

Session I – Indemnification Provisions and Reps and Warranties | 2:00 pm – 3:40 pm

1. The boarding agreement and key provisions to include | 2:00 pm – 2:30 pm
2. Review proposed warranty and indemnity provisions to identify key areas of risk | 2:30 pm – 3:00 pm

Break | 3:00 pm – 3:10 pm

3. Develop a library of ready-to-use provisions | 3:10 pm – 3:40 pm

Session II – Ethics and Practical Applications for The Business Contract Attorney | 3:40 pm – 4:50 pm

1. Party representation | 3:40 pm – 3:55 pm
2. Attorney’s role in the contract negotiation | 3:55 pm – 4:10 pm

Break | 4:10 pm – 4:20 pm

3. Boilerplate provisions | 4:20 pm – 4:35 pm
4. The hands-off client | 4:35 pm – 4:50 pm