Skip to main content




  1. still frame from Indemnification Procedure 14 min


    Discusses the function of indemnification clauses in transactions and how the different parties view them. Also breaks down a sample indemnification clause and explains the language and purpose of its various components, such as the duty to indemnify versus defend, covered losses and claims, and indemnification procedures.

  2. still frame from Force Majeure 5 min

    Force Majeure

    Discusses the components of typical force majeure clauses, including the definition of a force majeure event, excusal of non-performance, and the parties’ obligations if an event occurs.

  3. still frame from Disclaimer of Implied Warranties 3 min

    Disclaimer of Implied Warranties

    Discusses what implied warranties are and why sellers disclaim them in their agreements. Walks through a sample provision and explains which language is important to each party.

  4. still frame from Caps and Carve-Outs 6 min

    Limitation of Liability

    Explains the function of limitation of liability provisions in agreements. Also examines a sample clause and discusses its important concepts, including limits on types of damages, limits on the amount of damages, how caps work, and carve-outs.

  5. still frame from What are Reps & Warranties? 6 min

    Reps & Warranties

    Looks at the function of reps and warranties in agreements and transactions, different types of reps and warranties, and how and why parties qualify them.