This course is aimed at experienced practitioners who negotiate and draft commercial contracts in private practice and in-house and may also be of interest to litigators. It undertakes an in-depth review of the problem areas around the limitation of liability in commercial contracts. It will also identify common obstacles in negotiations and suggest ways in which these can be navigated:
• Limitation of liability: caps, what is reasonable? Deliberate breach scenarios; relationship with entire agreement, warranties and indemnities.
• Indemnities: providing and resisting, scope and ‘trigger’ mechanisms, support or replace the obligation, enforcement
• Warranties: what can be covered? How to tailor to specific use; services warranties, title, IPR and quality, flow-down and chain issues
• Financial and performance guarantees: form and structure, primary and secondary issues, using bonds and escrow, the impact of change control, e-signatures and pre-emptive defences and enforcement