Indemnification Pitfalls in Commercial Contracts
Failure to pay proper attention to indemnification provisions in contracts can lead to painful surprises down the road, writes Michael Didriksen on the Baker Botts website. On the other hand, a modest amount of forethought can address some of the more common defects seen in indemnification provisions.
His article focuses on commercial contracts, as opposed to M&A transactions.
He presents a sample indemnification clause that seems comprehensive and coherent, but which contains some subtle infirmities, and then analyzes potential problems with the agreement. He then presents a revised version that’s designed to avoid the problems in the first.