Indemnification versus Defense Obligations

Indemnification is the obligation to pay another for a future liability that might arise. When included in a commercial contract, this usually includes coverage of liability in the form of actual damages or losses such as having to pay a third party. In addition, such provisions often include coverage for liability in the form of defense costs, i.e., the cost of dealing with a third party claim even if there is no ultimate liability to the third party. Notably, in […]

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Contract Terms: Alternative Dispute Resolution and Attorney Fee Provisions

Contracts perform at least two functions:

Notice and Communication:  Contracts are a form of communication in which the parties state their intentions and expectations while also providing each other with notice regarding what they care about and how they are wiling to work together. 
Accountability:  Contracts not only provide the parties with information, they also provide an objective standard which third parties can consider and use to evaluate whether the parties to the contract have performed under the contract.


When parties engage in […]

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Employees: The Number One Rule—Pay Them

While there are many issues that need to be, can be, or should be addressed when managing employees, I suggest that the number one rule for employers is this: Pay Your Employees.

Employees and independent contractors are treated differently when it comes to payment.  While independent contractors get paid according to the terms and conditions of the contract, an employee’s compensation is subject to state and federal law and regulations.  Employers are subject to laws and regulations concerning minimum wage, hourly […]

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