Commercial Provisions: Part 2

Explains key legal, business, and drafting issues for the most common terms and provisions that appear in day-to-day commercial agreements. This track covers force majeure, indemnification, limitation of liability, notice, publicity, reps & warranties, schedules and exhibits, severability, survival, and term and termination provisions.

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  1. still frame from Force Majeure Preview

    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.

  2. still frame from Indemnification Procedure Preview


    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.

  3. still frame from Limits on Types of Damages Preview

    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.

  4. still frame from Notice Preview


    Talks about why notice provisions matter, what information they typically include, and why.

  5. still frame from Publicity Preview


    Explains the reasons parties use publicity provisions, and examines the restrictions and exceptions found in a typical provision.

  6. still frame from What are Reps & Warranties? Preview

    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.

  7. still frame from Schedules and Exhibits Preview

    Schedules and Exhibits

    Discusses the types of information that parties put in schedules, and why schedules and exhibits clauses are used in agreements. Also looks at a sample clause.

  8. still frame from Severability Preview


    Discusses what a severability clause says, why parties include them in their agreements, and how these clauses are treated by courts.

  9. still frame from Survival Provisions Preview


    Explains what survival clauses do, the reasons provisions in an agreement might need to survive, and the language typically used in these clauses. Also examines which sections of agreements are usually included in survival clauses.

  10. still frame from Term Preview

    Term and Termination

    Describes term and termination provisions, including effective dates, terms and renewals, different ways a contract can terminate, effects of termination, and termination as a remedy for breach.